S-8

As filed with the Securities and Exchange Commission on April 29, 2011

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SIMPSON MANUFACTURING CO., INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	94-3196943
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard

Pleasanton, CA 94588

(925) 560-9000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees

Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees

(Full title of plans)

Karen Colonias

Chief Financial Officer

Simpson Manufacturing Co., Inc.

5956 W. Las Positas Boulevard

Pleasanton, CA 94588

(925) 560-9000

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Douglas L. Hammer, Esq.

Shartsis Friese LLP

One Maritime Plaza

Eighteen Floor

San Francisco, CA 94111

(415) 421-6500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):
Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Title of Plan	Amount to Be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (3)
Common stock, par value $0.01	Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees	1,000,000	$	27.91	$	27,910,000	$	3,240.35
Common stock, par value $0.01	Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees	400,000	$	27.91	$	11,164,000	$	1,296.14
Total		1,400,000			$	39,074,000	$	4,536.49

(1)This registration statement, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), covers an indeterminate number of additional shares of Common Stock with respect to the shares registered hereunder in the event of a stock split, stock dividend or similar transaction.  In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans.  This registration statement also covers the resale by certain selling stockholders named in the Prospectus included in and filed with this Form S-8 of certain shares of the Company’s Common Stock subject to this registration statement, for which no additional registration fee is required pursuant to Rule 457(h)(3).

(2)Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Common Stock of Simpson Manufacturing Co., Inc. on April 25, 2011, as reported on the New York Stock Exchange.

(3)Computed in accordance with Rule 457(h), based on the maximum number of shares of Common Stock issuable under the Plans.

REOFFER PROSPECTUS

SIMPSON MANUFACTURING CO., INC.

5956 W. Las Positas Boulevard

Pleasanton, CA 94588

(925) 560-9000

1,485,000 SHARES

COMMON STOCK

This Prospectus relates to shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), which may be offered and sold from time to time by (a) The Charles Schwab Trust Company, acting as trustee of Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees (the “Salaried Employees Plan”), (b) The Charles Schwab Trust Company, acting as trustee of Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees (the “Hourly Employees Plan” and, together with the Salaried Employees Plan, the “Plans”), and (c) certain stockholders of the Company (the “Selling Stockholders”) who have acquired or will acquire such Shares pursuant to the Salaried Employees Plan.  See “Selling Stockholders.”  The Company’s Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SSD.”  On April 27, 2011, the last reported sale price of the Common Stock on the NYSE was $27.67 per share.

The Company is not aware of any present intention of any individual Selling Stockholder to sell any Shares, and it is possible that no individual Selling Stockholder will sell Shares except in connection with the liquidation of such Selling Stockholder’s position in the Salaried Employees Plan.

The Company will not receive any of the proceeds from sales of the Shares by any of the Selling Stockholders. The Shares may be offered from time to time by any or all of the Selling Stockholders through the Plan, ordinary brokerage transactions, in negotiated transactions or in other transactions, at such prices as he or she may determine, which may relate to market prices prevailing at the time of sale or be a negotiated price.  See “Plan of Distribution.”  All costs, expenses and fees in connection with the registration of the Shares have been borne by the Company or the Plans.  Brokerage commissions and similar selling expenses, if any, in the offer or sale of Shares directly by any Selling Stockholder will be borne by the Selling Stockholder.

Each Selling Stockholder and any broker executing selling orders on behalf of a Selling Stockholder may be deemed to be an “underwriter” as defined in the Securities Act of 1933, as amended (the “Securities Act”).  If any broker-dealers are used to effect sales, any commissions paid to broker-dealers and, if broker-dealers purchase any of the Shares as principals, any profits received by such broker-dealers on the resale of the Shares, may be deemed to be underwriting discounts or commissions under the Securities Act.  In addition, any profits realized by the Selling Stockholders may be deemed to be underwriting commissions.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this Prospectus may be changed.  None of the Selling Stockholders may sell the Shares until the registration statement filed with the Securities and Exchange Commissions is effective. This Prospectus is not an offer to sell the Shares and it is not soliciting an offer to buy the Shares in any state where the offer or sale is not permitted.

THE DATE OF THIS PROSPECTUS IS APRIL 29, 2011

USE OF PROCEEDS

The Company will not receive any proceeds from this offering.  All proceeds from sales of the Shares offered by this Prospectus will be for the accounts of the Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth (a) the name and position or positions with the Company of each Selling Stockholder; (b) the number of shares of Common Stock beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by each Selling Stockholder as of the date of this Prospectus; (c) the number of Shares that each Selling Stockholder may offer for sale from time to time pursuant to this Prospectus, whether or not such Selling Stockholder has a present intention to do so; and (d) the number of shares of Common Stock to be beneficially owned by each Selling Stockholder following the sale of all Shares that may be so offered, assuming no other change in the beneficial ownership of the Company’s Common Stock by such Selling Stockholder after the date of this Prospectus.  Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.  With the exception of Barclay Simpson, who owns 16.6% of the Company’s Common Stock, no Selling Stockholder owns more than 1% of the Company’s Common Stock

Inclusion of an individual or entity’s name in the table below does not constitute an admission that such individual is an “affiliate” of the Company.

				Shares
	Principal	Shares	Number of	Beneficially
	Position(s) with	Beneficially	Shares Offered	Owned After the
Selling Stockholder	the Company	Owned (1)	for Resale (2)	Resale (3)
Barclay Simpson	Chairman of the Board	8,309,520	15,000	8,303,392
Thomas J Fitzmyers (4)	Chief Executive Officer	188,465	30,000	168,004
Karen Colonias (5)	Chief Financial Officer, Treasurer and Secretary	11,062	10,000	8,000
Michael J. Herbert (6)	Vice President	8,000	10,000	8,000
Phillip T. Kingsfather (7)	President and Chief Executive Officer, Simpson Strong-Tie Company, Inc.	70,067	10,000	70,067
Jeffrey E. Mackenzie (8)	Vice President	10,295	10,000	10,295
Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees	Not applicable	407,521	1,000,000	0
Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees	Not applicable	104,640	400,000	0

(1) The Company based the information in this table on information that its officers and directors provided to it and on statements on Schedule 13D that stockholders filed with the Securities and Exchange Commission and sent to the Company. As a result, “Shares Beneficially Owned” may not reflect all of the Shares that may be sold pursuant to this Prospectus. Unless otherwise indicated below, the persons named in the table

	had sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
(2)	Includes estimated purchases, which may or may not occur, of shares to be acquired through regular contributions to the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees or the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees for an indeterminate number of years.
(3)	The number of “Shares Beneficially Owned After the Resale” assumes no change in the beneficial ownership of the Company’s Common Stock by such Selling Stockholder after the date of this Prospectus other than shares, if any, that may be acquired or sold under the Salaried Employees Plan by such Selling Stockholder.
(4)	The number of “Shares Beneficially Owned” and “Shares Beneficially Owned After the Resale” includes 18,000 shares subject to options that the Company granted under its 1994 Stock Option Plan and that are exercisable within 60 days.
(5)	The number of “Shares Beneficially Owned” and “Shares Beneficially Owned After the Resale” includes 8,000 shares subject to options that the Company granted under its 1994 Stock Option Plan and that are exercisable within 60 days.
(6)	The number of “Shares Beneficially Owned” and “Shares Beneficially Owned After the Resale” includes 8,000 shares subject to options that the Company granted under its 1994 Stock Option Plan and that are exercisable within 60 days.
(7)	The number of “Shares Beneficially Owned” and “Shares Beneficially Owned After the Resale” includes 57,000 shares subject to options that the Company granted under its 1994 Stock Option Plan and that are exercisable within 60 days.
(8)	The number of “Shares Beneficially Owned” and “Shares Beneficially Owned After the Resale” includes 8,000 shares subject to options that the Company granted under its 1994 Stock Option Plan and that are exercisable within 60 days.

PLAN OF DISTRIBUTION

The purpose of the Prospectus is to permit the Selling Stockholders, if they desire, to offer for sale and sell the Shares they acquired or may acquire pursuant to the Salaried Employees Plan at such times and at such places as the Selling Stockholders choose pursuant to the Salaried Employees Plan.

The decision to sell any Shares is within the discretion of the holders thereof, subject generally to the Company’s policies affecting the timing and manner of sale of Common Stock by certain individuals and the terms of the Salaried Employees Plan. There can be no assurance that any Shares will be sold by the Selling Stockholders.

Subject to the terms of the Salaried Employees Plan, each Selling Stockholder is free to offer and sell Shares at such times, in such manner and at such prices as such Selling Stockholder shall determine.  The Selling Stockholders have advised the Company that sales of Shares may be effected from time to time in one or more types of transactions (which may include block transactions) on the NYSE, within their Salaried Employees Plan accounts, in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices.  Such transactions may or may not involve brokers or dealers.  The Selling Stockholders have advised the Company that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of Shares, nor is there an underwriter or coordinating broker acting in connection with any proposed sale of Shares by the Selling Stockholders.

The Selling Stockholders may effect such transactions by selling Shares directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders or the purchasers of Shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

The Selling Stockholders and any broker-dealers that act in connection with the sale of Shares might be deemed to be “underwriters” within the meaning of section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the Shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.  The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act.

Because the Selling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the NYSE pursuant to Rule 153 under the Securities Act.

The Company has informed the Selling Stockholders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market.

The Selling Stockholders also may resell all or a portion of the Shares in open market transactions in reliance on Rule 144 under the Securities Act, if they meet the criteria and conform to the requirements of such Rule.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, which the Company makes available, free of charge, on its website at www.simpsonmfg.com. You may also read and copy any materials the Company files with the Securities and Exchange Commission at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  You can request copies of these documents by writing to the Securities and Exchange Commission and paying a fee for the copying cost. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The Securities and Exchange Commission filings of the Company are also available at the Securities and Exchange Commission’s website at http://www.sec.gov.

This Prospectus is part of a Registration Statement on Form S-8 that the Company has filed with the Securities and Exchange Commission under the Securities Act of 1933.  This Prospectus omits part of the Registration Statement, as permitted by the rules and regulations of the Securities and Exchange Commission.  You may inspect and copy the Registration Statement, including exhibits, at the Securities and Exchange Commission’s public reference rooms or from its web site. Statements in this Prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copies of the documents filed as exhibits to the Registration Statement for complete information.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission allows the Company to incorporate by reference information that the Company files with the Securities and Exchange Commission, which means that the Company can disclose important information to you by referring you to those documents.  The information incorporated by reference is an important part of this Prospectus, and information that the Company files later with the Securities and Exchange Commission will automatically update and supersede this information.  The Company incorporates by reference the documents listed below and any future filings that the Company makes with the Securities and Exchange Commission under section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of this offering:

·Annual Report on Form 10-K for the year ended December 31, 2010;

·Current Reports on Form 8-K filed on February 3, 2011, February 8, 2011 and April 29, 2011; and

·The description of the Common Stock of the Company in its Registration Statement on Form 8-A, including any amendment or report filed to update that description.

The Company makes copies of these filings available, free of charge, on its website at www.simpsonmfg.com. You may also request a copy of these filings at no cost, by writing or telephoning the Company at the following address:

Simpson Manufacturing Co., Inc.

5956 W. Las Positas Boulevard

Pleasanton, CA 94588

(925) 560-9000

This Prospectus is part of a Registration Statement that the Company filed with the Securities and Exchange Commission.  You should rely only on the information incorporated by reference or provided in this Prospectus, any prospectus supplement and the Registration Statement.  The Company has not authorized anyone to provide you with different information.  You should not assume that the information in this Prospectus and any prospectus supplement is accurate as of any date other than the date on the front of the document.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by Simpson Manufacturing Co., Inc. (the “Company”) relating to 1,000,000 shares of the Company’s Common Stock that may be offered and sold pursuant to the Salaried Employees Plan and 400,000 shares of the Company’s Common Stock that may be offered and sold pursuant to the Hourly Employees Plan.  The shares being registered under this registration statement include 407,521 shares that have been previously offered and sold pursuant to the Company’s Profit Sharing Plan for Salaried Employees (the “Prior Salaried Employees Plan”) and 104,640 shares that have been previously offered and sold pursuant to the Company’s Profit Sharing Plan for Hourly Employees (the “Prior Hourly Employees Plan”), which offers and sales were not subject to registration under the Securities Act.  The Prior Salaried Employees Plan and the Prior Hourly Employees Plan, which were non-elective and non-contributory, will be restated in their entirety effective May 1, 2011, by the Salaried Employees Plan and the Hourly Employees Plan, respectively, to permit each participant in a Plan to contribute amounts to the applicable Plan on a pre-tax basis as an elective deferral pursuant to section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), and to establish each Plan as a “safe harbor 401(k) plan” under the Code, among other things.  The shares of Common Stock being registered by this registration statement that relate to the Company’s Prior Salaried Employees Plan and Prior Hourly Employees Plan may be offered and sold again in the future to participants pursuant to the Salaried Employees Plan and the Hourly Employees Plan, respectively.

PART IIINFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

The following documents have been previously filed by Simpson Manufacturing Co., Inc. (the “Company”) with the Securities and Exchange Commission and are hereby incorporated by reference into this registration statement as of their respective dates:

(a)our Annual Report on Form 10-K for the year ended December 31, 2010 (filed on February 28, 2011);

(b)our Current Reports on Form 8-K filed on February 3, 2011, February 8, 2011 and April 29, 2011; and

(c)the descriptions of the Common Stock set forth in our registration statement filed pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating those descriptions.

All documents filed by the Company pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereunder have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of the filing of such documents.

Item 4. Description of Securities.

Inapplicable.

Item 5. Interests of Named Experts and Counsel.

Inapplicable.

Item 6. Indemnification of Directors and Officers.

The Certificate of Incorporation of the Company provides that a director will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such

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exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law (the “GCL”) as the same exists or may hereafter be amended.

GCL section 145(a) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

GCL section 145(b) states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

GCL section 145(c) provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in GCL sections 145 (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

GCL section 145(d) states that any indemnification under GCL sections 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in GCL sections 145 (a) and (b). Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (a) by a majority of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

GCL section 145(e) provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in GCL section 145. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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GCL section 145(f) states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of GCL section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

GCL section 145(g) provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of GCL section 145.

GCL section 145(j) states that the indemnification and advancement of expenses provided by, or granted pursuant to, GCL section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

In addition, the Bylaws of the Company require that the Company indemnify its officers and directors to the maximum extent permissible under the GCL, including indemnification against any claims, damages or liabilities in connection with any acts or omissions other than those for which a director may not be relieved of liability as described in the preceding paragraph and other than in circumstances in which indemnity is expressly prohibited by GCL section 145.

The Company has entered into agreements to indemnify the directors and officers of the Company and its subsidiaries, in addition to indemnification provided in the Company’s Bylaws. These agreements, among other things, require that the Company indemnify the directors and officers for certain expenses, including attorney’s fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding or any threatened action or proceeding, whether civil or criminal, arising out of such person’s actions as a director or officer of the Company of any of its subsidiaries or as a trustee of a profit-sharing trust of the Company or any of its subsidiaries

Pursuant to GCL section 145, the Company has purchased insurance on behalf of its present and former directors and officers against any liability asserted against or incurred by them in such capacity or arising out of their status as such.

Item 7. Exemptions from Registration Claimed.

Inapplicable.

Item 8.  Exhibits.

The exhibits to this registration statement are listed in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.  The Company undertakes that it will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans under section 401 of the Internal Revenue Code of 1986, as amended.

Item 9. Undertakings

(a)The Company hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to include any prospectus required by section 10(a)(3) of the Securities Act;

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(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on the 29th day of April, 2011.

SIMPSON MANUFACTURING CO., INC.
By:	/s/ Karen Colonias
	Name:	Karen Colonias
	Title:	Chief Financial Officer, Treasurer and Secretary

II-5

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of the Company, hereby nominate and appoint Karen Colonias, as his or her agent and attorney-in-fact (the “Agent”), for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (including the undersigned’s capacity as a director or officer of the Company), to sign a registration statement on Form S-8 under the Securities Act in connection with the registration under the Act of shares of the Company’s common stock issuable under the Plans, and any and all amendments (including post-effective amendments) to such registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the Agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Thomas J Fitzmyers	President,	April 29, 2011
Thomas J Fitzmyers	Chief Executive Officer and
	Director (principal executive officer
/s/ Karen Colonias	Chief Financial Officer, Treasurer and Secretary	April 29, 2011
Karen Colonias	(Principal accounting and financial officer)
/s/ Barclay Simpson	Chairman of the Board	April 29, 2011
Barclay Simpson
/s/ Jennifer A. Chatman	Director	April 29, 2011
Jennifer A. Chatman
/s/ Earl F. Cheit	Director	April 29, 2011
Earl F. Cheit
/s/ Gary M. Cusumano	Director	April 29, 2011
Gary M. Cusumano
/s/ Peter N. Louras	Director	April 29, 2011
Peter N. Louras
/s/ Robin G. McGillivray	Director	April 29, 2011
Robin G. McGillivray
/s/ Barry Lawson Williams	Director	April 29, 2011
Barry Lawson Williams

II-6

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of April, 2011.

SIMPSON MANUFACTURING CO., INC. 401(K) PROFIT SHARING PLAN FOR SALARIED EMPLOYEES
SIMPSON MANUFACTURING CO., INC. 401(K) PROFIT SHARING PLAN FOR HOURLY EMPLOYEES
By:	/s/ Karen Colonias
	Name:	Karen Colonias
	Title:	Member, Simpson Manufacturing Co., Inc.
		Retirement Plan Committee

II-7

EXHIBIT INDEX

Exhibit No.	Description
3.1	The Company’s Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3.1 of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007
3.2	The Company’s Bylaws, as amended, through December 13, 2010, are incorporated by reference to Exhibit 3.2 of its Current Report on Form 8-K dated December 16, 2010
4.3	Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees
4.4	Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (see signature page of this Registration Statement)

EX-4.3

Exhibit 4.3

SIMPSON MANUFACTURING CO., INC. 401(K) PROFIT SHARING PLAN FOR SALARIED EMPLOYEES

ADOPTION AGREEMENT #005

NONSTANDARDIZED 401(k) PLAN

[Related Employers only]

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively “Plan”) under the Milliman, Inc. Defined Contribution Prototype Plan and Trust (basic plan document #03). The Employer, subject to the Employer’s Adoption Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer’s entire plan and trust document. All “Election” references within this Adoption Agreement are Adoption Agreement Elections. All “Article” or “Section” references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially similar to existed printed options, all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1.	EMPLOYER (1.23).
	Name: Simpson Manufacturing Co., Inc.
	Address: 5956 W. Las Positas Blvd., Pleasanton, California 94588
	Phone number: 925-560-9000
	E-mail (optional):
	Employer’s Taxable Year: December 31st
	EIN: 94-3196943
2.	PLAN (1.40).
	Name:  Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees
	Plan number:  001                                                                                     (3-digit number for Form 5500 reporting)
	Trust EIN (optional):  42-1558009
3.	PLAN/LIMITATION YEAR (1.42/1.33). Plan Year and Limitation Year mean the 12 consecutive month period (except for a
short Plan/Limitation Year) ending every (Complete (a) and (b)):
[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., “June 30” OR “the last day of February” OR “the first Tuesday in January.” In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., “May 1, 2008.”]
(a)	Plan Year (Choose one of (1) or (2) and choose (3) if applicable):
	(1)	x	December 31.
	(2)	o	Fiscal Plan Year: ending:                     .
	(3)	o	Short Plan Year: commencing:               and ending:                  .
(b)	Limitation Year (Choose one of (1) or (2) and choose (3) if applicable):
	(1)	x	Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.
	(2)	o	Different Limitation Year: ending:              .
	(3)	o	Short Limitation Year: commencing:              and ending:                 .
4.	EFFECTIVE DATE (1.19). The Employer’s adoption of the Plan is a (Choose one of (a), (b), or (c). Choose (d) if applicable):
(a)	o	New Plan. The Plan’s Effective Date is:              .
(b)	x	Restated Plan. The Plan’s restated Effective Date is: May 1, 2011. The Plan’s original Effective Date was: October 1, 1956.
[Note: See Section 1.51 for the definition of Restated Plan. If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]

© 2008 Milliman, Inc.

1

(c)	o	Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete (1) and (2). Choose (3) as applicable):
	(1)	This (surviving) Plan. The Plan’s restated Effective Date is:                         . The Plan’s original Effective Date was:                         .
[Note: If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]
	(2)	Merging plan. The                                              Plan was or will be merged into this surviving Plan as of:                        . The merging plan’s restated Effective Date is:                         . The merging plan’s original Effective Date was:                         .
	[See the Note under Election 4(c)(1) if this document is the merging plan’s EGTRRA restatement.]
	(3)	o	Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable):

	Name of merging plan	Merger date	Restated Effective Date	Original Effective Date
a.
b.

(d)	x	Special Effective Date for Elective Deferral provisions:  May 1, 2011
5.	TRUSTEE (1.65). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) if    applicable):
(a)	o	A discretionary Trustee. See Section 8.02(A).
(b)	x	A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).
(c)	x	A Trustee under the:   Charles Schwab Trust Company   (specify name of trust), a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).
(d)	o	Permitted Trust amendments apply. Under Section 8.11 the Employer in Appendix C has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c).
6.	CONTRIBUTION TYPES (1.12). The Employer and/or Participants, in accordance with the Plan terms, make the following
Contribution Types to the Plan/Trust (Choose one or more of (a) through (h) as applicable. Choose (i) if applicable):
(a)	x	Pre-Tax Deferrals. See Section 3.02 and Elections 20-23.
(b)	o	Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]
(c)	o	Matching. See Sections 1.34 and 3.03 and Elections 24-26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2).]
(d)	x	Nonelective. See Sections 1.37 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]
(e)	x	Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See Section 3.05.
(f)	o	Employee (after-tax). See Section 3.09 and Election 35.
(g)	o	SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally will elect for each Plan Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective Contribution as described in Section 3.10(E). The Employer must notify Participants of the Employer’s SIMPLE contribution election and of the Participants’ deferral election rights and limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [Note: The Employer electing 6(g) may not elect any other Contribution Types except under Elections 6(a), 6(b), and 6(h).]
(h)	o	Designated IRA. See Section 3.12 and Election 36.
(i)	o	None (frozen plan). The Plan is/was frozen effective as of:                           . See Sections 3.01(J) and 11.04.
[Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which the Plan is frozen.]

2

7.		DISABILITY (1.15). Disability means (Choose one of (a) or (b)):
(a)		x	Basic Plan. Disability as defined in Section 1.15(A).
(b)		o	Describe:
[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution.]
8.		EXCLUDED EMPLOYEES (1.21(D)). The following Employees are not Eligible Employees but are Excluded Employees
(Choose one of (a) or (b)):
[Note: Regardless of the Employer’s elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and 1.23(D).]
(a)	o		No Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.
(b)	x		Exclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the designated Contribution Type) (Choose one or more of (1) through (7) as applicable):
[Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]

				(1)		(2)
				All		Elective	(3)	(4)
				Contributions		Deferrals	Matching	Nonelective
	(1)	o	No exclusions. No exclusions as to the designated Contribution Type.	N/A (See Election 8(a))		o	o	o
	(2)	x	Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A). See Section 1.21(D)(1).	x	OR	o	o	o
	(3)	x	Non-Resident Aliens. As described in Code §410(b)(3)(C). See Section 1.21(D)(2).	x	OR	o	o	o
	(4)	o	HCEs. See Section 1.21(E). See Election 30(e) as to exclusion of some or all HCEs from Safe Harbor Contributions.	o	OR	o	o	o
	(5)	o	Hourly paid Employees.	o	OR	o	o	o
	(6)	o	Part-Time/Temporary/Seasonal Employees. See Section 1.21(D)(4). A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than           (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.	o	OR	o	o	o
[Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.21(D)(4).]
	(7)	x	Describe exclusion category and/or Contribution Type:  (1) Hourly Employees, (2) Employees with contractual exclusion from participation under the Plan. (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)
[Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service.]

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9.COMPENSATION (1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) as applicable):

[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W-2 Wages for such other Plan definitions if the Employer has elected W-2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation.]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	x	W-2 Wages (plus Elective Deferrals).	x	OR	o	o	o
		See Section 1.11(B)(1).
(b)	o	Code §3401 Federal Income Tax	o	OR	o	o	o
		Withholding Wages (plus Elective
		Deferrals). See Section 1.11(B)(2).
(c)	o	415 Compensation (simplified).	o	OR	o	o	o
		See Section 1.11(B)(3).
		[Note: The Employer may elect an alternative “general 415 Compensation” definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).]
(d)	o	Describe Compensation by Contribution Type or by Participant group:

[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W-2 Wages and for Additional Matching Contributions means 415 Compensation).]

10.PRE-ENTRY/POST-SEVERANCE COMPENSATION (1.11(H)/(I)). Compensation under Election 9 (Complete (a). Choose (b) if applicable):

[Note: The Plan does not take into account Post-Severance Compensation unless the Employer elects otherwise in Appendix B or except as otherwise specified in a Plan amendment. For this Election 10, unless described otherwise in Election 10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

				(1)		(2)
				All		Elective	(3)	(4)
				Contributions		Deferrals	Matching	Nonelective
(a)	x	Pre-Entry Compensation. Includes (Choose (1) and (2) as applicable):
	(1)	o	Plan Year. Compensation for the entire Plan Year which includes the Participant’s Entry Date.	o	OR	o	o	o
	(2)	x	Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).	x	OR	o	o	o

[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant’s Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]

(b) x Describe Pre-Entry Compensation by Contribution Type or by Participant group:  For the 2011 safe harbor nonelective contribution, compensation shall be measured from January 1, 2011.

[Note: Under Election 10(b), the Employer may: (i) elect Compensation from the elections available under Election 10(a) or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 10(a) (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]

4

11.    EXCLUDED COMPENSATION (1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a) or (b)):

(a)	o	No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.
(b)	x	Exclusions. Exclude the following (Choose one or more of (1) through (9) as applicable):

[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a non-discriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a non-discriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(b)(4) through (b)(9) may cause allocation Compensation to fail to be non-discriminatory. In a non-safe harbor 401(k) plan, Elections 11(b)(4) through (b)(9) which result in Compensation failing to be non-discriminatory may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(b)(9), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

				(1)		(2)
				All		Elective	(3)	(4)
				Contributions		Deferrals	Matching	Nonelective
(1)	o	No exclusions-limited. No exclusions as to the designated Contribution Type(s).		N/A (See Election 11(a))		o	o	o
(2)	o	Elective Deferrals. See Section 1.20.		N/A		N/A	o	o
(3)	o	Fringe benefits. As described in Treas.Reg. §1.414(s)-1(c)(3).		o	OR	o	o	o
(4)	o	Compensation exceeding $    .		o	OR	o	o	o
		Apply this election to (Choose one of a. or b.):
	a.	o	All Participants. [Note: If the Employerelects Safe Harbor Contributions underElection 6(e), the Employer may not elect 11(b)(4)a. to limit the Safe Harbor Contribution allocation to the NHCEs.]
	b.	o	HCE Participants only.
(5)	o	Bonus.		o	OR	o	o	o
(6)	o	Commission.		o	OR	o	o	o
(7)	o	Overtime.		o	OR	o	o	o
(8)	o	Related Employers. See Section 1.23(C). (If there are Related Employers, choose one or both of a. and b. as applicable):
	a.	o	Non-Participating. Compensation paid to Employees by a Related Employer that is not a Participating Employer.	o	OR	o	o	o
	b.	o	Participating. As to the Employees of any Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.	o	OR	o	o	o
(9)	x	Describe Compensation exclusion(s):  Payments made under an incentive program, any other employer
			contributions to this Plan or to any other plan of deferred comp maintained by a Related Employer, amounts realized from the exercise of a qualified stock option, amounts realized when restricted stock is no longer subject to a substantial risk of forfeiture, amounts realized from the disposition of a qualified stock option, all other amounts which receive special tax benefits, overtime and cashout of excess vacation accruals are excluded for purposes of All Contributions.

[Note: Under Election 11(b)(9), the Employer may: (i) describe Compensation from the elections available under Elections 11(b)(1) through (8), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 11(b)(1) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

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12.     HOURS OF SERVICE (1.31). The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable):

			(1)				(4)
			All		(2)	(3)	Allocation
			Purposes		Eligibility	Vesting	Conditions
(a)	o	Actual Method. See Section 1.31(A)(1).	o	OR	o	o	o
(b)	x	Equivalency Method:   weekly   (e.g., daily, weekly, etc.). See Section 1.31(A)(2).	x	OR	o	o	o
(c)	o	Elapsed Time Method. See Section 1.31(A)(3).	o	OR	o	o	o
(d)	o	Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and Equivalency Method:                         (e.g., daily, weekly, etc.) for salaried Employees.	o	OR	o	o	o
(e)	o	Describe method:

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13.ELECTIVE SERVICE CREDITING (1.56(C)). The Plan must credit Related Employer Service under Section 1.23(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b)):

(a)	x	Not applicable. No elective Predecessor Employer Service crediting applies.
(b)	o	Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable):

[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]

(1)	o	All purposes. Credit Service for all purposes with Predecessor Employer(s):                                             (insert as many names as needed).
(2(2)	o	Designated purposes. Credit Service with the following Predecessor Employer(s) for the designated purpose(s):		(1) Eligibility	(2) Vesting		(3) Contribution Allocation
	a.	Employer:		o	o		o
	b.	Employer:		o	o		o
	c.	Employer:		o	o		o
(3)	Time period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable):
	a.	o	All. All Service under Election(s) 13(b)         , regardless of when rendered.
	b.	o	Service after. All Service under Election(s) 13(b)             , which is or was rendered after:                                    (specify date).
	c.	o	Service before. All Service under Election(s) 13(b)             , which is or was rendered before:                                    (specify date).
(4)	o	Describe elective Predecessor Employer Service crediting:				.

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit service with X only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

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ARTICLE II

ELIGIBILITY REQUIREMENTS

14. ELIGIBILITY (2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a) or (b)):

[Note: If the Employer under a safe harbor plan elects “early” eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(f).]

(a) o No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date.

[Note: No eligibility conditions apply to Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise. See Section 2.01(D).]

(b) x Conditions. The following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (1) through (8) as applicable):

[Note: For this Election 14, unless described otherwise in Election 14(b)(8)), or the context otherwise requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]

				(1)		(2)			(5)
				All		Elective	(3)	(4)	Safe
				Contributions		Deferrals	Matching	Nonelective	Harbor
(1)	o	None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date.		N/A (See Election 14(a))		o	o	o	o
(2)	x	Age 18 (not to exceed age 21).		x	OR	o	o	o	o
(3)	o	One Year of Service. See Election 16(a).		o	OR	o	o	o	o
(4)	o	Two Years of Service (without an intervening Break in Service). 100% vesting is required. [Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.]		N/A		N/A	o	o	N/A
(5)	o	month(s) (not exceeding 12 months		o	OR	o	o	o	o
		for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time).
(6)	o	month(s) with at least               Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service. The months during which the Employee completes the specified Hours of Service (Choose one of a. or b.):		o	OR	o	o	o	o
	a.	o	Consecutive. Must be consecutive.
	b.	o	Not consecutive. Need not be consecutive.

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(7) o         Hours of Service within the         time period following the Employee’s Employment Commencement Date (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service. o OR o o o o

[Note: The Employer may complete the second blank in Election 14(b)(7) with “N/A” if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]

(8) o Describe eligibility conditions:

[Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different Contribution Types. Any election must satisfy Code §410(a).]

15.     SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)). The eligibility conditions of Election 14 (Choose (a) or choose (b) and (c) as applicable):

(a) x No exceptions. Apply to all Employees.

[Note: Elections 15(b) or (c) may trigger a coverage failure under Code §410(b).]

(b) o Waiver of eligibility conditions for certain Employees. For all Contribution Types, apply solely to an Eligible Employee employed or reemployed by the Employer after                     (specify date). If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee’s Employment Commencement Date or Re-Employment Commencement Date; or (iv) on the date the Employee attains age            (not exceeding age 21).

[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]

(c) o Describe special eligibility Effective Date(s):

[Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2007).]

16. YEAR OF SERVICE - ELIGIBILITY (2.02(A)). (Choose (a), (b), and (c) as applicable):

[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(b)(6), (7), and (8)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]

(a)	o	Year of Service. An Employee must complete           Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if it incorporates Elections 14(b)(6) or (7), the number is 1,000 and the Employer should not supply any other number in the blank.]
(b)	o	Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3)):
	(1)	o	Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee’s Employment Commencement Date.
	(2)	o	Anniversary Year. The Anniversary Year, beginning with the Employee’s second Anniversary Year.
	(3)	o	Split. The Plan Year as described in Election 16(b)(1) as to:                                   (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to:                           (describe Contribution Type(s)).

[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions.]

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(c) o Describe:                                                                                                                                    (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

17. ENTRY DATE (2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (f) as applicable):

[Note: For this Election 17, unless described otherwise in Election 17(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage Contributions is on the Employment Commencement Date unless the Prevailing Wage Contract provides otherwise. See Section 2.02(D).]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	o	Semi-annual. The first day of the first month and of the seventh month of the Plan Year.	o	OR	o	o	o
(b)	x	First day of Plan Year	o	OR	o	o	x
(c)	o	First day of each Plan Year quarter	o	OR	o	o	o
(d)	o	The first day of each month	o	OR	o	o	o
(e)	x	Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.	o	OR	x	o	o
(f)	x	Describe Entry Date(s):  For purposes of safe harbor nonelective contributions, immediate entry will apply upon Employment Commencement Date or if later, upon satisfaction of elgibility conditions. In the first year of the safe harbor 401(k) arrangement, an employee will enter the safe harbor portion of the Plan on the later of May 1, 2011 or the Employment Commencement Date provided he or she is age 18 or older.

[Note: Under Election 17(f), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR the earlier of the Plan’s semi-annual Entry Dates or the entry dates under the Employer’s medical plan).]

18.PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f) as applicable):

[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	x	Immediately following or coincident with the date the Employee completes the eligibility conditions.	x	OR	o	o	o
(b)	o	Immediately following the date the Employee completes the eligibility conditions.	o	OR	o	o	o
(c)	o	Immediately preceding or coincident with the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(d)	o	Immediately preceding the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(e)	o	Nearest the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(f)	o	Describe retroactive/prospective entry relative to Entry Date:

[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees).]

9

19.  BREAK IN SERVICE — PARTICIPATION (2.03). The one year hold-out rule described in Section 2.03(C) (Choose one of (a), (b), or (c)):
(a)	x	Does not apply.
(b)	o	Applies. Applies to the Plan and to all Participants.
(c)	o	Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D).]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.  ELECTIVE DEFERRAL LIMITATIONS (3.02(A)). The following limitations apply to Elective Deferrals under Elections 6(a) and 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable):
(a)		x		None. No additional Plan imposed limits.
[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch-Up Eligible Participants and the Employer’s elections must be nondiscriminatory. The elected limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.54(C) as to administrative limitations on Elective Deferrals.]
(b)	o		Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen):
	(1)		o		Maximum deferral amount. A Participant’s Elective Deferrals may not exceed:                               (specify dollar amount or percentage of Compensation).
	(2)		o		Minimum deferral amount. A Participant’s Elective Deferrals may not be less than:                               (specify dollar amount or percentage of Compensation).
	(3)		Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 — 11. If the Employer elects Plan Year/Participation Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one of (1) or (2). Choose (3) if applicable):

			(1)
			Plan Year/Participating	(2)	(3)
			Compensation	Payroll period	HCEs only
a.	o	Both. Both limits	o	o	o
		under Elections 20(b)(1) and (2).
b.	o	Maximum limit. The maximum	o	o	o
		amount limit under Election 20(b)(1).
c.	o	Minimum limit. The minimum	o	o	o
		amount limit under Election 20(b)(2).

(c) o Describe Elective Deferral limitation(s):

[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals.]

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21.  AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):
(a)	x	Do not apply.
(b)	o	Apply. The Automatic Deferral Effective Date is:                (specify date). (Complete (1), (2), and (3). Choose (4) as applicable):
	(1)	Automatic Deferral Amount. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Amount,       % from the Participant’s Compensation each payroll period unless the Participant makes a Contrary Election.
	(2)	Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d.):
		a.	o	All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.
		b.	o	Election of at least Automatic Deferral Amount. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Amount.
		c.	o	No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.
		d.	o	New Participants. Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.
	(3)	Scheduled increases. The Automatic Deferral Amount will or will not increase (as a percentage of Compensation) in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of a., b., or c.):
		a.	o	No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.
		b.	o	Scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
1	3	%
2	3	%
3	4	%
4	5	%
5 and thereafter	6	%

c. o Other scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
		%
		%
		%
		%
		%

(4) o Describe Automatic Deferral:

[Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2008).]

22.  CODA (3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b)):
(a)	x	Do not apply.
(b)	o	Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2)):
	(1)	o	All or any portion.
	(2)	o	%
23.  CATCH-UP DEFERRALS (3.02(D)). A Catch-Up Eligible Participant (Choose one of (a) or (b)):
(a)	x	Permitted. May make Catch-Up Deferrals to the Plan.
(b)	o	Not Permitted. May not make Catch-Up Deferrals to the Plan.

11

24.  MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05) (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are “the matching formula”) and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6)):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

(2)

(5)

(6)

(1) Match Rate/Amt [$/% of Elective Deferrals]

Limit on Deferrals Matched [$/% of Compensation]

(3) Limit on Match Amount [$/% of Compensation]

(4) Apply limit(s) per Plan Year [“true-up”]

Apply limit(s) per payroll period [no “true-up”]

Apply limit(s) per designated time period [no “true-up”]

(a)

o

Discretionary — see Section 1.34(B) (The Employer may, but is not required to complete (a)(1)-(6). See the “Note” following Election 24.)

o

o

o

(b)

o

Fixed — uniform rate/amount

o

o

o

(c)

o

Fixed — tiered

Elective

Matching

o

o

o

Deferral %

Rate

%

%

%

%

%

%

%

%

(d)

o

Fixed — Years of Service

Years of Service

Matching Rate

o

o

o

%

%

%

%

(1)

“Years of Service” under this Election 24(d) means (Choose one of a. or b.):

a.

o

Eligibility. Years of Service for eligibility in Election 16.

b.

o

Vesting. Years of Service for vesting in Elections 42 and 43.

(e)

o

Fixed — multiple

Formula 1:

o

o

o

formulas

Formula 2:

o

o

o

Formula 3:

o

o

o

(f)

o

Related and Participating Employers. If any Related and Participating Employers contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2)):

(1)

Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):

a.

o

All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b.

o

At least one different. Is (are) as follows:                                                    .

(2)

Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a.

o

Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.

o

Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: The Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers. See Section 1.23(D).]

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(g) o Describe:                                                                                                                                                 (e.g., A Discretionary Matching Contribution applies to Division A Participants. A Fixed Matching Contribution equal to 50% of Elective Deferrals not exceeding 6% of Plan Year Compensation applies to Division B Participants.)

[Note: See Section 1.34(A) as to Fixed Matching Contributions. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

25.  QMAC (PLAN-DESIGNATED) (3.03(C)(1)). The following provisions apply regarding Plan-Designated QMACs (Choose one of (a) or (b)):

[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)	o	Not applicable. There are no Plan-Designated QMACs.
(b)	o	Applies. There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2)):
	(1)	Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs (Choose one of a. or b.):
		a.	o	All. All Matching Contributions.
		b.	o	Designated. Only the following Matching Contributions under Election 24:                                      .
	(2)	Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose one of a. or b.):
		a.	o	NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.
		b.	o	All Participants. To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]

26.  MATCHING CATCH-UP DEFERRALS (3.03(D)). If a Participant makes a Catch-Up Deferral, the Employer (Choose one of (a) or (b)):
(a)	o	Match. Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):
	(1)	o	All. All Matching Contributions.
	(2)	o	Designated. The following Matching Contributions in Election 24:                                             .
(b)	o	No Match. Will not match any Catch-Up Deferrals.

[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match or Enhanced Match to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), Election 26 does not apply and the Plan also will apply any Additional Match to Catch-Up Deferrals.]

27.  NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS (3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable):

(a)	x	Discretionary. An amount the Employer in its sole discretion may determine.
(b)	o	Fixed. (Choose one or more of (1), (2), and (3) as applicable):
	(1)	o	Uniform %.             % of each Participant’s Compensation, per                      (e.g., Plan Year, month).
	(2)	o	Fixed dollar amount. $        , per                   (e.g., Plan Year, month, HOS, per Participant per month).
	(3)	o	Describe:                                                                                                                                   (specify time period, e.g., per Plan Year quarter. If not specified, the time period is the Plan Year).

[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year

13

Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]

(c)	o	Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer’s Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2)):
	(1)	o	No offset. Not reduce the Participant’s Employer Contribution allocation by the amount of the Prevailing Wage Contribution.
	(2)	o	Offset. Reduce the Participant’s Employer Contribution allocation by the amount of the Prevailing Wage Contribution.
(d)	x	Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2)):
	(1)	x	All the same. Is (are) the same as for the Signatory Employer under this Election 27.
	(2)	o	At least one different. Is (are) as follows:                                                   .

[Note: The Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers. See Section 1.23(D). The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers.]

(e) o Describe:

[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]

28.  NONELECTIVE CONTRIBUTION ALLOCATION (3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable):
(a)	x	Pro rata. As a uniform percentage of Participant Compensation.
(b)	o	Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of “Excess Compensation” apply (Complete (1) and (2)):
	(1)	Formula (Choose one of a. or b.):
		a.	o	Two-tiered.
		b.	o	Four-tiered.
	(2)	Excess Compensation. For purposes of Section 3.04(B)(2), “Excess Compensation” means Compensation in excess of (Choose one of a. or b.):
		a.	o	Percentage amount.          % (not exceeding 100%) of the taxable wage base in effect on the first day of the Plan Year, rounded to the next highest $        (not exceeding the taxable wage base).
		b.	o	Dollar amount. The following amount: $        (not exceeding the taxable wage base in effect on the first day of the Plan Year).
(c)	o	Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.
(d)	o	Classifications of Participants. In accordance with the classifications allocation provisions of Section 3.04(B)(3). The classifications are (Choose one of (1), (2), or (3)):

[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using “cross-testing” under Treas. Reg. §1.401(a)(4)-8. However, choosing this election does not necessarily require application of cross-testing and the Plan may be able to satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.]

(1)	o	Each in own classification. Each Participant constitutes a separate classification.
(2)	o	NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.
(3)	o	Describe the classifications:

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[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute a reasonable classification within the meaning of Treas. Reg. §1.410(b)-4(b). The number of allocation rates is subject to the limitations in Section 3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg. §1.401(a)(4)-12 apply. In the case of a self-employed Participant, the requirements of Treas. Reg. §1.401(k)-1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self-employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1) or applicable to each classification under Elections 28(d)(2) or (3) for the allocation Plan Year. Under Election 28(d)(1), the Employer may decide from year to year the classification (allocation rate) applicable to each Participant, without the need to amend the Plan to change the classification.]

(e)	o	Age-based. In accordance with the age-based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete bot h (1) and (2)):
	(1)	Interest rate. (Choose one of a., b., or c.):

		a.   o   7.5%	b.   o   8.0%	c.   o   8.5%
	(2)	Mortality table. (Choose one of a. or b.):
		a.   o   UP-1984. See Appendix D.
		b.   o   Alternative:                                             (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)
(f)	o	Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable):
	(1)	o   Years of Service.                           point(s) for each Year of Service. The maximum number of Years of Service counted for points is                        .
		“Year of Service” under this Election 28(f) means (Choose one of a. or b.):
		a.   o   Eligibility. Years of Service for eligibility in Election 16.
		b.   o   Vesting. Years of Service for vesting in Elections 42 and 43.
		[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)-2(b)(3).]
	(2)	o   Age.                point(s) for each year of age attained during the Plan Year.
	(3)	o   Compensation.               point(s) for each $          (not to exceed $200) increment of Plan Year Compensation.
(g)	x	Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2)):
	(1)	Allocation Method. (Choose one of a. or b.):
		a.   xAll the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.
		b.   o   At least one different. Under the following allocation method(s):                                                                              .
	(2)	Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):
		a.   o   Employer by Employer. Only to the Participants directly employed by the contributing Employer.
		b.  xAcross Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[Note: The Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.23(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(b)(8)b., to disregard the Compensation paid by “Y” Participating Employer in determining the allocation of the “X” Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(b)(8)b. Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]

(h)	o	Describe:
		(e.g., Pro rata as to Division A Participants and Permitted Disparity (two-tiered at 100% of the SSTWB) as to Division B Participants.)

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29.   QNEC (PLAN-DESIGNATED) (3.04(C)(1)). The following provisions apply regarding Plan-Designated QNECs (Choose one of (a) or (b)):

[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)	x	Not applicable. There are no Plan-Designated QNECs.
(b)	o	Applies. There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3)):
	(1)	Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated QNECs (Choose one of a. or b.):
		a.   o   All. All Nonelective Contributions.
		b.   o   Designated. Only the following Nonelective Contributions under Election 27:                            .
	(2)	Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose one of a. or b.):
		a.   o   NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).
		b.   o   All Participants. To all Participants under the method elected in Election 29(b)(3).
	(3)	Allocation Method. The Plan Administrator will allocate a Plan-Designated QNEC using the following method (Choose one of a., b., c., or d.):
		a.   o   Pro rata.
		b.   o  Flat dollar.
		c.   o  Reverse. See Section 3.04(C)(3).
		d.   o  Describe:

[Note: Any allocation method the Employer elects under Election 29(b)(3)d. must be definitely determinable. See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]

30.     SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose one of (a), (b), (c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and (i) as applicable):

(a)	x	Safe Harbor Nonelective Contribution. The Safe Harbor Nonelective Contribution equals 3 % of a Participant’s Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(11).]
(b)	o	Safe Harbor Nonelective Contribution/delayed year-by-year election (maybe and supplemental notices). In connection with the Employer’s provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to                % (specify amount at least equal to 3%) of a Participant’s Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending:                                       (specify Plan Year end), which is the Plan Year to which the Employer’s maybe and supplemental notices apply.

[Note: If the Employer makes a delayed election into safe harbor status under Section 3.05(I)(1), the Employer must amend the Plan to provide for a Safe Harbor Nonelective Contribution equal to at least 3% of each Participant’s Compensation. The Employer may make this amendment by substitute Adoption Agreement page (electing Election 30(b)) or by another form of amendment under Section 11.02(B). An Employer using the maybe notice should not elect a Safe Harbor Nonelective Contribution under Election 30(a) unless the Employer intends to continue safe harbor status under this election in the subsequent Plan Year. By making its amendment into safe harbor status under Election 30(b), the Employer avoids the need to further amend the Plan if the Employer is not certain that it will apply the safe harbor in the subsequent Plan Year. By contrast, an Employer which gave the maybe notice and has decided to make the Safe Harbor Nonelective Contribution for that year and for future years should use Election 30(a). The Employer only elects 30(a) and should not elect 30(b) if prior to the Plan Year the Employer unequivocally decides to elect safe harbor status for the Plan Year and provides a safe harbor notice consistent with this election rather than giving the maybe notice. If the Employer gives the maybe notice and the Employer will or may make Matching Contributions, the Employer should elect Additional Matching under Election 30(h) (and should not elect Matching Contributions under Election 24) if it wishes to avoid ACP testing.]

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(c)	o	Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant’s Elective Deferrals not exceeding 3% of the Participant’s Compensation, plus 50% of each Participant’s Elective Deferrals in excess of 3% but not in excess of 5% of the Participant’s Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):
	(1)	Time period. For purposes of this Election 30(c), “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                                      . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as “each payroll period,” “each calendar month,” “each Plan Year quarter” or “the Plan Year.”]
(d)	o	Enhanced Matching Contribution. See Sections 1.34(F) and 3.05(E)(5). (Choose one of (1) or (2) and complete (3) for any election):
	(1)	o   Uniform percentage. A Matching Contribution equal to           % of each Participant’s Elective Deferrals but not as to Elective Deferrals exceeding             % of the Participant’s Compensation.
	(2)	o   Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant’s Elective Deferral percentage. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage		Matching Rate
	%		%
	%		%
	%		%

(3) Time period. For purposes of this Election 30(d), “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                                            . [Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as “each payroll period,” “each calendar month,” “each Plan Year quarter” or “the Plan Year.”]

[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii). If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]

(e)	Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3)):
	(1)	x   Applies to all Participants. Applies to all Participants except as may be limited under Election 30(f).
	(2)	o   NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(f). No HCE will receive a Safe Harbor Contribution allocation.
	(3)	o   NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(f):                                                                                                                                  .

[Note: Any HCE allocation group the Employer describes under Election 30(e)(3) must be definitely determinable. (e.g., Division “A” HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]

(f)	o	Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(f) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(f) limits the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants: (i) who have attained age 21; (ii) who have completed one Year of Service; and (iii) who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees. Those Participants in the Plan Year whom the Plan Administrator treats as Otherwise Excludable Employees will not receive any Safe Harbor Contribution allocation and the Plan Administrator will apply the ADP (and, as applicable the ACP) test(s) to the disaggregated plan benefiting the Otherwise Excludable Employees. If the Employer in Election 10(a)(2) has elected “Participating Compensation” for allocating Elective Deferrals, Nonelective Contributions or Matching Contributions (as relevant to the allocation under this Election 30 based on the Contribution Type), the Plan Administrator, in allocating the Safe Harbor Contribution for the Plan Year in which the Participant crosses over to the Includible Employees group, will count Compensation and Elective Deferrals only on and following the Cross-Over Date. See Section 3.05(D).
(g)	o	Another plan. The Employer will make the Safe Harbor Contribution to the following plan:                                               .

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(h)	Additional Matching Contributions. See Sections 1.34(G) and 3.05(F). (Choose one of (1) or (2)):
	(1)	x   No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.
	(2)	o   Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a. and b. as applicable):
		a.    o   Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election):
		(i)   o  Uniform percentage. A Matching Contribution equal to            % of each Participant’s Elective Deferrals but not as to Elective Deferrals exceeding            % of the Participant’s Compensation.
		(ii)  o  Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant’s Elective Deferral percentage. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage		Matching Rate
	%		%
	%		%
	%		%

     (iii)  Time period. For purposes of this Election 30(h)(2)a., “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                                   . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., “each payroll period,” “each calendar month,” “each Plan Year quarter” OR “the Plan Year.” If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line.]

b.   o   Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding                 % of the Participant’s Compensation (complete the blank if applicable or leave blank).

[Note: If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch-Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant’s Plan Year Compensation.]

(i) o Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)-1(b)(4) as follows:                                                                                                                                                                       (Specify contributions for disaggregated plans, e.g., as to Collectively Bargained Employees a 3% Nonelective Safe Harbor Contribution applies and as to non-Collectively Bargained Employees, the Basic Matching Contribution applies).

31.   ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) commencing as of the Final 401(k) Regulations Effective Date, Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions, except as may be required by the Prevailing Wage Contract. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable):

(a)	o	No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.
(b)	x	Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7) as applicable):

[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

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			(1) Matching, Nonelective and Forfeitures		(2)  Matching	(3) Nonelective	(4) Forfeitures
(1)	o	None.	N/A		o	o	o
			(See Election
			31(a))
(2)	o	501 HOS/terminees (91 consecutive days if	o	OR	o	o	o
		Elapsed Time). See Section 3.06(B)(1)(b).
(3)	x	Last day of the Plan Year.	o	OR	o	x	x
(4)	o	Last day of the Election 31(c) time period.	o	OR	o	o	o
(5)	x	1,000 HOS in the Plan Year (182 consecutive	o	OR	o	x	x
		days in Plan Year if Elapsed Time).
(6)	o	(specify) HOS within the Election 31(c) time period, (but not exceeding 1,000 HOS in a Plan Year).	o	OR	o	o	o
(7)	o	Describe conditions:
		(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer “A” Participants. No allocation conditions for Participating Employer “B” Participants).
(c)     o	Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6) or (b)(7) to the specified contributions/forfeitures based on each (Choose one of (1) through (5)):
(1)	o	Plan Year	o	OR	o	o	o
(2)	o	Plan Year quarter	o	OR	o	o	o
(3)	o	Calendar month	o	OR	o	o	o
(4)	o	Payroll period	o	OR	o	o	o
(5)	o	Describe time period:

[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

32.   ALLOCATION CONDITIONS — APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c)):

[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]

(a)	x	Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age (Choose one of (1) or (2)):
	(1)	x   Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.
	(2)	o   Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

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					(1)
					Matching,
					Nonelective		(2)	(3)	(4)
					and Forfeitures		Matching	Nonelective	Forfeitures
(b)	o	Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance is on account of or following death, Disability or attainment of Normal Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose (1), (2), and (3) as applicable):
	(1)	o	Death		o	OR	o	o	o
	(2)	o	Disability		o	OR	o	o	o
	(3)	o	Normal Retirement Age		o	OR	o	o	o
(c)	Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2)):
	(1)	o	Applies. Applies as follows (Choose one of a., b., or c.):
		a.	o	Both. Applies both to Nonelective Contributions and to Matching Contributions.
		b.	o	Nonelective. Applies only to Nonelective Contributions.
		c.	o	Match. Applies only to Matching Contributions.
	(2)	x	Does not apply.
33.    FORFEITURE ALLOCATION METHOD (3.07). The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (a) through (g) as applicable. Choose (e) only in conjunction with at least one other election):
[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.]						(1)		(2)	(3)
						All		Nonelective	Matching
						Forfeitures		Forfeitures	Forfeitures
(a)	x	Additional Nonelective. Allocate as additional Discretionary Nonelective Contribution.				x	OR	o	o
(b)	o	Additional Match. Allocate as additional Discretionary Matching Contribution.				o	OR	o	o
(c)	o	Reduce Nonelective. Apply to Nonelective Contribution.				o	OR	o	o
(d)	o	Reduce Match. Apply to Matching Contribution.				o	OR	o	o
(e)	o	Plan expenses. Pay reasonable Plan expenses first (See Section 7.04(C)), then allocate in the manner described above.				o	OR	o	o
(f)	o	Safe harbor/top-heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).
(g)	o	Describe:
		(e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)
34.    FORFEITURE ALLOCATION TIMING (3.07(B)). See Sections 3.07, 5.07 and 7.07 as to when a forfeiture occurs. Once a forfeiture occurs, this Election 34 determines the timing of the forfeiture allocation. The Plan Administrator will allocate a Participant’s forfeiture (Choose one or both of (a) and (b) as applicable):
						(1)		(2)	(3)
						All		Nonelective	Matching
						Forfeitures		Forfeitures	Forfeitures
(a)	x	Same Plan Year. In the same Plan Year in which the designated forfeiture occurs.				x	OR	o	o
(b)	o	Next Plan Year. In the Plan Year following the Plan Year in which the designated forfeiture occurs.				o	OR	o	o

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[Note: The elected forfeiture allocation timing applies irrespective of when the Employer makes its contribution(s), if any, for a Plan Year. Even if the Employer elects immediate vesting, the Employer should complete Election 34. See Sections 3.07 and 7.07.]
35.    EMPLOYEE (AFTER-TAX) CONTRIBUTIONS (3.09). The following additional elections apply to Employee Contributions under Election 6(f). (Complete (a) and (b)):
(a)	Limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan (Choose one of (1) or (2)):
	(1)	o	None. No additional limitations.
	(2)	o	Additional limitations. The following additional limitations:	.
	[Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable.]
(b)	Matching Contributions. (Choose one of (1) or (2)):
	(1)	o	None. The Employer will not make any Matching Contributions based on Employee Contributions.
	(2)	o	Applies. For each Plan Year, the Employer’s Matching Contribution made as to Employee Contributions is:
				.
36.    DESIGNATED IRA CONTRIBUTIONS (3.12). Under Election 6(h), a Participant may make Designated IRA Contributions effective for Plan Years beginning after                          (date specified must be no earlier than December 31, 2002).  (Complete (a) and (b)):
(a)	Type of IRA contribution. A Participant’s Designated IRA Contributions will be (Choose one of (1), (2), or (3)):
	(1)	o	Traditional.
	(2)	o	Roth.
	(3)	o	Traditional/Roth. As the Participant elects at the time of contribution.
(b)	Type of Account. A Participant’s Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3)):
	(1)	o	IRA.
	(2)	o	Individual Retirement Annuity.
	(3)	o	IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

ARTICLE IV

LIMITATIONS AND TESTING

[Note: The Employer, in the “Effective as of execution” column under Election 37, must elect those testing elections which are: (i) in effect as of date of the Employer’s execution of this Adoption Agreement; and (ii) if the Adoption Agreement restates the Plan, also are retroactive to the later of the Plan’s original Effective Date or EGTRRA restated Effective Date, except as indicated in Appendix A. If the Employer wishes to change any testing election after it executes this Adoption Agreement, the Employer must elect the changes in the “Changes post-execution” column under Election 37, and the Employer must specify the Plan Year Effective Date(s) of any changed election. The Employer may complete the Effective Date blanks specifying the changed election applies to a single Plan Year (e.g., “2011 only”), or a range of Plan Years (e.g., “2011-2015”) or may specify the change as becoming effective in a specified Plan Year (e.g., “commencing 2010”). If the Employer specifies a single Plan Year only or specifies a range of Plan Years, the Plan becomes subject to the election in the “Effective as of execution” column in the Plan Years commencing after the specified Year(s), unless the Employer subsequently changes the election. If the Employer specifies the change as commencing in a Plan Year, the election applies in the specified Plan Year and in all following Plan Years unless the Employer subsequently changes the election.]

37.    ANNUAL TESTING ELECTIONS (4.06(B)). The Employer makes the following Plan specific annual testing elections under Section 4.06(B). (Complete (a) and (b)):
				(1)	(2)
				Effective as of execution	Changes post-execution
				(and retroactively	(specify Plan Year
				if restatement)	Effective Date(s))
(a)	Nondiscrimination testing. (Choose one or more of (1), (2), or (3)):
	(1)	o	Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply (Choose a. and b. as applicable):
[Note: The Plan may “split test” for Plan Years commencing in 2005.]

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		a.	o	Current Year Testing. See Section 4.11(E). Current Year Testing applies to the ADP/ACP tests as elected below (Choose one or both of (i) and (ii)):
			(i)	o	ADP test.	o	oEffective Date(s):
			(ii)	o	ACP test.	o	oEffective Date(s):
[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.]
		b.	o	Prior Year Testing. See Section 4.11(I). Prior Year Testing applies to the ADP/ACP tests as elected below. See Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv) as to the first Plan Year. (Choose one or both of (i) and (ii)):
			(i)	o	ADP test.	o	oEffective Date(s):
			(ii)	o	ACP test.	o	oEffective Date(s):
[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.]
	(2)	x	Safe Harbor Plan/No testing or ACP test only.
			(Choose one of a., b., or c.):
		a.	x	No testing.		x	oEffective Date(s):
				ADP test safe harbor applies and if applicable,
				ACP test safe harbor applies.
		b.	o	ACP test only.
				ADP test safe harbor applies, but Plan will perform
				ACP test as follows (Choose one of (i) or (ii)):
			(i)	o	Current Year Testing.	o	oEffective Date(s):
			(ii)	o	Prior Year Testing.	o	oEffective Date(s):
[Note: The Employer may elect Prior Year Testing under Election 37(a)(2)b.(ii) only for Plan Years after the Final 401(k) Regulations Effective Date.]
		c.	o	Possible delayed election.		o	oEffective Date(s):
				(maybe notice/supplemental notice)
			The Employer under Section 3.05(I)(1) may treat the Plan as a Traditional 401(k) Plan or may make a delayed election to treat the Plan as a Safe Harbor 401(k) Plan. If the Employer gives the maybe and supplemental notices and amends the Plan to provide for the Safe Harbor Nonelective Contribution, the Plan is an ADP test safe harbor plan for the Plan Year to which the maybe and supplemental notices and the amendment apply. If the Employer does not give the supplemental notice, the Plan is a Traditional 401(k) Plan, subject to ADP Current Year Testing and, if applicable, to ACP Current Year Testing. If the Employer gives the supplemental notice and amends the Plan to provide for the Safe Harbor Nonelective Contribution, and the Employer has elected Additional Matching Contributions under Election 30(h) (Choose one of (i) or (ii)):
			(i)	o	No testing. ADP and ACP test safe harbors apply. The Employer’s elections under 30(h) as to Additional Matching Contributions satisfy the ACP safe harbor requirements and the Employer elects to apply the Election 30(h) stated ACP test safe harbor conditions (see the Note following Election 30(h)) as to all Additional Matching Contributions.
			(ii)	o	ACP test only. ADP safe harbor applies, but the Plan will perform the ACP test as to all Additional Matching Contributions using Current Year Testing.
			[Note: Even if the Employer does not elect 37(a)(2)c., the Employer still may make a delayed election into safe harbor status under Section 3.05(I)(1) using the maybe and supplemental notices and by amending the plan to provide for the Safe Harbor Nonelective Contribution. However, in this case, the Employer also must amend the Plan to make its testing elections under this Election 37 consistent with its delayed election into safe harbor status. The Employer then may elect any election under 37(a)(2), including 37(a)(2)c. An Employer’s election of 37(a)(2)c. permits the Plan to remain in perpetual possible delayed safe harbor election status, while minimizing the number of Plan amendments required to do so.]

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	(3)	o	SIMPLE 401(k) Plan/No testing.		o	oEffective Date(s):
(b)	HCE determination. (Complete both (1) and (2)):
	(1)	Top-paid group election. (Choose one of a. or b.):
		a.	x	Does not apply.	x	oEffective Date(s):
		b.	o	Applies.	o	oEffective Date(s):
	(2)	Calendar year data election (fiscal year Plan only).
		(Choose one of a. or b.):
		a.	x	Does not apply.	x	oEffective Date(s):
		b.	o	Applies.	o	oEffective Date(s):

ARTICLE V

VESTING REQUIREMENTS

38.    NORMAL RETIREMENT AGE (5.01). A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b)):
(a)	x	Specific age. The date the Participant attains age 60. [Note: The age may not exceed age 65.]
(b)	o	Age/participation. The later of the date the Participant attains age         or the         anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]
39.	EARLY RETIREMENT AGE (5.01). (Choose one of (a) or (b)):
(a)	x	Not applicable. The Plan does not provide for an Early Retirement Age.
(b)	o	Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age         ; (ii) the date a Participant reaches his/her            anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes         Years of Service.
[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]
“Years of Service” under this Election 39 means (Choose one of (1) or (2) as applicable):
	(1)	o	Eligibility. Years of Service for eligibility in Election 16.
	(2)	o	Vesting. Years of Service for vesting in Elections 42 and 43.
[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]
40.    ACCELERATION ON DEATH OR DISABILITY (5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c)):
(a)	x	Applies. Apply 100% vesting.
(b)	o	Not applicable. Do not apply 100% vesting. The Participant’s vesting is in accordance with the applicable Plan vesting
		schedule.
(c)	o	Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of
		(Choose one of (1) or (2)):
	(1)	o	Death.
	(2)	o	Disability.

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41.    VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions; (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status) and to Nonelective Contributions (other than Prevailing Wage Contributions) (Choose (a) or choose one or both of (b) and (d) as applicable. Choose (c) if elect a non-top-heavy schedule under (b) or (d)):
(a)	o	Immediate vesting. 100% Vested at all times in all Accounts.
[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 41(a). If the Employer elects immediate vesting under 41(a), the Employer should not complete the balance of Election 41 or Elections 42 and 43 (except as noted therein). The Employer must elect 41(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 41(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 41(b) if any Contribution Type is subject to a vesting schedule.]
(b)	x	Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (7) as applicable):
									(4)
					(1)			(3)	Additional
					All		(2)	Regular	Matching (See
					Contributions		Nonelective	Matching	Section 3.05(F))
(1)	o	Immediate vesting			N/A		o	o	o
					(See Election 41(a))
(2)	o	Top-heavy: 6-year graded			o	OR	o	o	o
(3)	o	Top-heavy: 3-year cliff			o	OR	o	o	o
(4)	x	Modified top-heavy:			o	OR	x	o	o
		Years of Service	Vested %
		Less than 1	a.	0%
		1	b.	15%
		2	c.	30%
		3	d.	45%
		4	e.	60%
		5	f.	80%
		6 or more		100%
(5)	o	Non-top-heavy: 7-year graded			N/A		o	N/A	N/A
(6)	o	Non-top-heavy: 5-year cliff			N/A		o	N/A	N/A
(7)	o	Modified non-top-heavy:			N/A		o	N/A	N/A
		Years of Service	Vested %
		Less than 1	a.
		1	b.
		2	c.
		3	d.
		4	e.
		5	f.
		6	g.
		7 or more		100%

[Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting or must elect a top-heavy or modified top-heavy vesting schedule. The modified top-heavy schedule of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule must apply to Regular Matching Contributions and to Additional Matching Contributions. See Section 5.03(A)(1). The Employer as to Nonelective Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition to electing a top-heavy schedule. The Employer must complete Election 41(c) if it elects any non-top-heavy schedule. If the Employer does not elect a non-top-heavy schedule, the elected top-heavy schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the modified non-top-heavy schedule must satisfy Code §411(a)(2). If the Employer elects Additional Matching under Election 30(h), the Employer should elect vesting under the Additional Matching column in this Election 41(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan’s Effective Date is after December 31, 2006, do not complete Elections 41(b)(5), (b)(6), or (b)(7).]

(c)	o	Nonelective Contributions: application of top-heavy schedule (Choose one of (1) or (2)):
	(1)	o	Apply in all Plan Years once top-heavy. Apply the top-heavy vesting schedule under Election 41(b) for the first Plan Year in which the Plan is top-heavy and then in all subsequent Plan Years.

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	(2)	o	Apply only in top-heavy Plan Years. Apply the non-top-heavy schedule under Election 41(b) in all Plan Years in which the Plan is not a top-heavy plan.
(d)	o	Special vesting provisions:			.
[Note: The Employer under Election 41(d) may describe special vesting provisions from the elections available under Election 41 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before “x” date. 6-year graded vesting applies to Division B Employees OR to Employees hired after “x” date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]
42.	YEAR OF SERVICE - VESTING (5.05). (Complete both (a) and (b)):
[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 42. If the Employer elects immediate vesting, the Employer should not complete Election 42 or Election 43 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]
(a)	Year of Service. An Employee must complete at least 1,000 Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]
(b)	Vesting Computation Period. The Plan measures a Year of Service based on the following 12-consecutive month period (Choose one of (1) or (2)):
	(1)	x	Plan Year.
	(2)	o	Anniversary Year.
43.	EXCLUDED YEARS OF SERVICE - VESTING (5.05(C)). The Plan excludes the following Years of Service for purposes of vesting (Choose (a) or choose one or more of (b) through (e) as applicable):
(a)	x	None. None other than as specified in Section 5.05(C)(1).
(b)	o	Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.
(c)	o	Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.
(d)	o	Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).
(e)	o	Additional exclusions. The following Years of Service:				.
[Note: The Employer under Election 43(e) may describe vesting service exclusions provisions available under Election 43 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before “x” date. The age 18 exclusion applies to Division B Employees OR to Employees hired after “x” date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 43(e) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]
ARTICLE VI
DISTRIBUTION OF ACCOUNT BALANCE
44.   MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)). The Plan provides or does not provide for Mandatory Distribution of a Participant’s Vested Account Balance following Severance from Employment, as follows (Choose one of (a) or (b)):
(a)	o	No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.
(b)	x	Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 44(b)(1)b. and 44(b)(2)b.):
	(1)	Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):
		a.	o	$5,000.
		b.	x	$1,000.
		c.	o	Specify amount: $          (may not exceed $5,000).
	(2)	Application of Rollovers to amount limit. In determining whether a Participant’s Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 44(b)(1), the Plan (Choose one of a. or b.):
		a.	x	Disregards Rollover Contribution Account.
		b.	o	Includes Rollover Contribution Account.

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	(3)	o	Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):
		a.	o	Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.
		b.	o	Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $           (specify $1,000 or less).
45.   SEVERANCE DISTRIBUTION TIMING (6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant’s Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (k) as applicable):
[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 45 no longer apply. See Section 6.01(B) and Election 49.]

				(1)	(2)
				Mandatory	Distribution
				Distribution	Requiring Consent
(a)	x	Immediate. Immediately following Severance from Employment.		x	x
(b)	o	Next Valuation Date. After the next Valuation Date following Severance from Employment.		o	o
(c)	o	Plan Year. In the          Plan Year following Severance from Employment (e.g., next or fifth).		o	o
(d)	o	Plan Year quarter. In the          Plan Year quarter following Severance from Employment (e.g., next or fifth).		o	o
(e)	o	Contribution Type Accounts.                as to the Participant’s                       Account(s) and                       as to the Participant’s                       Account(s) (e.g., As soon as is practical following Severance from Employment as to the Participant’s Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant’s Nonelective and Matching Accounts).		o	o
(f)	o	Vesting controlled timing. If the Participant’s total Vested Account Balance exceeds $          , distribute                   (specify timing) and if the Participant’s total Vested Account Balance does not exceed $          , distribute                   (specify timing).		o	o
(g)	o	Distribute at Normal Retirement Age. As to a Mandatory Distribution, distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65. [Note: An election under column (2) only will have effect if the Plan’s NRA is less than age 62.]		o	o
(h)	o	Acceleration. Notwithstanding any later specified distribution date in Election 45, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable):		o	o
	(1)	o	Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.	o	o
	(2)	o	Hardship. If the Participant incurs a hardship under Section 6.07 following Severance from Employment.	o	o
(i)	o	Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.		N/A	o
(j)	o	No buy-back/vesting controlled timing.		o	o
		Distribute as soon as is practical following Severance from Employment if the Participant is fully Vested.

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		Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.
(k)	o	Describe Severance from Employment distribution timing:

[Note: The Employer under Election 45(k) may describe Severance from Employment distribution timing provisions from the elections available under Election 45 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance of Employment applies to Division A Employees OR to Employees hired on/before “x” date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after “x” date.); (ii) Contribution Type (e.g., As to Division A Employees, immediate distribution after Severance of Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 45(k) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]
46.   IN-SERVICE DISTRIBUTIONS/EVENTS (6.01(C)). A Participant may elect an In-Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b)):
[Note: If the Employer elects any In-Service Distribution option, a Participant may elect to receive as many In-Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator’s In-Service Distribution form or policy may permit. If the form or policy is silent, the number of In-Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions unless the Prevailing Wage Contract provides otherwise. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.]
(a)	o	None. The Plan does not permit any In-Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) under Section 6.01(C)(4) as to Employee Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA Contributions.
(b)	x	Permitted. In-Service Distributions are permitted as follows from the designated Contribution Type Accounts (Choose one or more of (1) through (9)):
[Note: Unless the Employer elects otherwise in Election 46(b)(9), Elective Deferrals under Election 46(b) includes Pre-Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions, irrespective of the Plan’s ACP testing status.]

			(1)		(2)	(3)			(6)	(7)
			All		Elective	Safe Harbor	(4)	(5)	Matching	Nonelective/
			Contributions		Deferrals	Contributions	QNECs	QMACs	Contrib.	SIMPLE
(1)	o	None. Except for Election 46(a) exceptions.	N/A (See Election 46(a))		o	o	o	o	o	o
(2)	x	Age  59 1/2 (must be at least 59 1/2).	o	OR	x	x	o	o	o	o
(3)	x	Age  60 (may be less than 59 1/2).	N/A		N/A	N/A	N/A	N/A	o	x
(4)	x	Hardship (safe harbor). See Section 6.07(A).	N/A		x	N/A	N/A	N/A	o	x
(5)	o	Hardship (non-safe harbor). See Section 6.07(B).	N/A		N/A	N/A	N/A	N/A	o	o
(6)	x	Disability.	o	OR	x	x	o	o	o	x
(7)	o	year contributions.(specify minimum of two years) See Section 6.01(C)(4)(a)(i).	N/A		N/A	N/A	N/A	N/A	o	o
(8)	o	months of participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii).	N/A		N/A	N/A	N/A	N/A	o	o
(9)	o	Describe:

27

[Note: The Employer under Election 46(b)(9) may describe In-Service Distribution provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before “x” date are distributable at age 59 1/2). No In-Service Distributions apply to Division B Employees OR to Employees hired after “x” date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 46(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an “early” distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

In-Service Distribution of other Accounts. See Section 6.01(C)(4) as to In-Service Distribution of Employee Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA Contributions.

47.   IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)). The following additional conditions apply to In-Service Distributions under Election 46(b) (Choose one of (a) or (b)):

[Note: The Employer should complete Election 47 if the Employer elects any In-Service Distributions under Election 46(b).]

(a)	o	Additional conditions. (Complete (1). Choose (2) and (3) as applicable):
	(1)	Vesting. A Participant may receive an In-Service Distribution under Election 46(b) based on vesting in the distributing Account as follows (Choose one of a., b., or c.):
		a.	o	100% vesting required. A Participant may not receive any In-Service Distribution unless the Participant is 100% Vested in the distributing Account.
		b.	o	100% vesting required except hardship. A Participant may not receive any In-Service Distribution unless the Participant is 100% Vested in the distributing Account, unless the distribution is based on hardship.
		c.	o	Not required. A Participant may receive an In-Service Distribution even from a partially-Vested Account, but the amount distributed may not exceed the Vested amount in the distributing partially-Vested Account.
	(2)	o	Minimum amount. A Participant may not receive an In-Service Distribution in an amount which is less than: $      (specify amount not exceeding $1,000).
	(3)	o	Describe other conditions:

[Note: An Employer’s election under Election 47(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an “early” distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

(b)	x	No other conditions. A Participant may elect to receive an In-Service Distribution upon any Election 46(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.
48.   POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 54(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Choose one or more of (a) through (f) as applicable):
[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 48 no longer apply. See Section 6.01(B) and Election 49.]

(a)	x	Lump-Sum. See Section 6.03(A)(3).
(b)	x	Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).
(c)	o	Installments. See Section 6.03(A)(4).
(d)	o	Alternative Annuity:	.	See Section 6.03(A)(5).
[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 50(b)), the Employer may elect under 48(d) to offer one or more additional annuities (Alternative Annuity) to the Plan’s QJSA or QPSA. If the Employer elects under Election 50(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 48(d).]
(e)	o	Ad-Hoc distributions. See Section 6.03(A)(6).
[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to all Participants; and (ii) the option is a Protected Benefit.]

28

(f)	o	Describe distribution method(s):
[Note: The Employer under Election 48(f) may describe Severance from Employment distribution methods from the elections available under Election 48 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after “x” date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before “x” date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump-Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 48(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]
49.   BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)/6.02(B)/6.03). Subject to the Participant’s elections under Section 6.01(B)(1) as to the timing and method of distribution of the Participant’s Account to the Participant’s Beneficiary (which Participant elections must be consistent with the Plan and this Election 49), in the case of a Participant’s death, the Beneficiary will receive distribution of the Participant’s Account (or of the Beneficiary’s share thereof) as follows (Complete (a), (b), and (c)):
[Note: For purposes of this Election 49, unless otherwise noted, a “Beneficiary” includes, but is not limited to a “Designated Beneficiary” under Section 6.02(E)(1).]

					(1)		(2)
					Spouse Beneficiary		Other Beneficiary
(a)	Timing. The Plan will distribute to the Beneficiary as soon as is practical at (or not later than) the following time or date (Choose one of (1) through (4). Choose (5) if applicable):
	(1)	o	Immediate. Immediately following the Participant’s death.		o		o
	(2)	o	Next Calendar Year. In the calendar year which next follows the calendar year of the Participant’s death, but not later than December 31 of such following calendar year.		o		o
	(3)	x	As Beneficiary elects. At such time as the Beneficiary may elect, provided that distribution pursuant to such election (or in the absence of any Beneficiary election) must commence no later than the Section 6.02 required date.		x		x
	(4)	o	Describe:		o		o
[Note: The Employer under Election 49(a)(4) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 49(a)(3). However, any election under Election 49(a)(4) must require distribution to commence no later than the Section 6.02 required date.]
	(5)	x	Death before DCD; spousal election to delay. If the Participant dies before his/her Distribution Commencement Date and the Participant’s sole Designated Beneficiary is his/her spouse, the spouse may elect to delay distribution until the end of the calendar year in which the Participant would have attained age 70 1/2, if that date is later than the date upon which distribution would be required to commence to a non-spouse Beneficiary.	x		N/A
(b)	Method. The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution. (Choose one or more of (1) through (4) but do not elect (4) only):
	(1)	x	Lump-Sum. See Section 6.03(A)(3).	x		x
	(2)	x	Installments sufficient to satisfy RMD.	x		x
			See Section 6.03(A)(4)(a). An Installment in each Distribution Calendar Year must at least equal the RMD amount.

29

	(3)	o	Ad-Hoc sufficient to satisfy RMD. See Section 6.03(A)(6). The Beneficiary must elect an Ad-Hoc distribution for each Distribution Calendar Year at least equal to the RMD amount.		o	o
[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to all Beneficiaries; and (ii) the option is a Protected Benefit.]
	(4)	o	QPSA. See Section 6.04(B).		o	N/A
[Note: If the Employer elects 50(b), the Employer should elect 49(b)(4). If the Employer elects 50(a), the Employer should not elect 49(b)(4). A surviving spouse may elect to waive the QPSA in favor of another method.]
(c)	Death before the DCD. If a Participant dies before the Distribution Commencement Date, the distribution to the Beneficiary will be made in accordance with the following rule(s) (Choose one of (1), (2), or (3)):
	(1)	x	Beneficiary election. See Section 6.02(B)(1)(e). This election applies only if the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies. In the absence of the Designated Beneficiary’s election, the Life Expectancy rule applies. The Employer in Appendix B may elect to change the default (no Designated Beneficiary election) to the 5-year rule.		x	x
	(2)	o	Life Expectancy rule. See Section 6.02(B)(1)(d). This election applies only if the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.		o	o
	(3)	o	5-year rule. See Section 6.02(B)(1)(c). This election applies regardless of whether the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4.		o	o
50.  JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b)):
(a)	x	Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1)):
	(1)	One-year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant’s Beneficiary designation under the profit sharing exception (Choose one of a. or b.):
		a.	x	Applies. The one-year marriage rule applies.
		b.	o	Does not apply. The one-year marriage rule does not apply.
(b)	o	Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1)):
	(1)	One-year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):
		a.	o	Applies. The one-year marriage rule applies.
		b.	o	Does not apply. The one-year marriage rule does not apply.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

51.  ALLOCATION OF EARNINGS (7.04(B)). For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f) as applicable):
[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in Election 51(f).]
					(2)
			(1)		Elective Deferrals/	(3)	(4)
			All		Employee	Matching	Nonelective
			Contributions		Contributions	Contributions	Contributions
(a)	x	Daily. See Section 7.04(B)(4)(a).	x	OR	o	o	o
(b)	o	Balance forward. See Section 7.04(B)(4)(b).	o	OR	o	o	o
(c)	o	Balance forward with adjustment.	o	OR	o	o	o

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		See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period          % of the contributions made during the following Valuation Period:                                     .
(d)	o	Weighted average. See Section 7.04(B)(4)(d). If not a monthly weighting period, the weighting period is:                                 .	o	OR	o	o	o
(e)	o	Participant-Directed Account. See Section 7.04(B)(4)(e).	o	OR	o	o	o
(f)	o	Describe Earnings allocation method:
[Note: The Employer under Election 51(f) may describe Earnings allocation methods from the elections available under Election 51 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after “x” date. Balance forward applies to Division B Employees OR to Employees hired on/before “x” date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 51(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

52.  VALUATION OF TRUST (8.02(C)(4)). In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d) as applicable):
[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in Election 52(d).]
					(2)
			(1)		Elective Deferrals/	(3)	(4)
			All		Employee	Matching	Nonelective
			Contributions		Contributions	Contributions	Contributions
(a)	o	No additional Valuation Dates.	o	OR	o	o	o
(b)	x	Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.	x	OR	o	o	o
(c)	o	Last day of a specified period. The last day of each       of the Plan Year.	o	OR	o	o	o
(d)	o	Specified Valuation Dates:                                                                                                                        .
[Note: The Employer under Election 52(d) may describe Valuation Dates from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after “x” date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before “x” date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 52(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

31

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer:			Simpson Manufacturing Co., Inc.
Date:	April 28, 2011
Signed:		/s/ Karen Colonias
Karen Colonias CFO
[print name/title]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. If the Employer under Election 5(c) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s):	The Charles Schwab Trust Company
Date:
Signed:
[print name/title]
Nondiscretionary Trustee(s):
Date:
Signed:
[print name/title]
Custodian(s) (Optional):
Date:
Signed:
[print name/title]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer’s Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s)           effective                      , by substitute Adoption Agreement page number(s)             . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective as permitted under Applicable Law.]

Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Prototype Plan or of any abandonment or discontinuance by the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor’s intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the following address and telephone number: 2175 North California Boulevard, Suite 810, Walnut Creek, CA 94596, (888) 881-4015.

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and 19.03. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

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APPENDIX A

EGTRRA RESTATED PLANS - SPECIAL EFFECTIVE DATES

[Covering period from restated Effective Date in Election 4(b) until Employer executes EGTRRA restatement]

53.  SPECIAL EFFECTIVE DATES (1.19). The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (r) as applicable):
[Note: If the Employer elects 53(a), do not complete the balance of this Election 53.]
(a)	o		Not applicable. The Employer does not elect any Appendix A special Effective Dates.
[Note: The Employer should use this Appendix A where it is restating its Plan for EGTRRA with a retroactive Effective Date, but where one or more Adoption Agreement elections under the restated Plan became effective after the Plan’s general restatement Effective Date under Election 4(b). For periods prior to the below-specified special Effective Date(s), the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions. Any special Effective Date the Employer elects must comply with Applicable Law.]
(b)		x		Contribution Types (1.12). The Contribution Types under Election(s) 6 (a), 6(e) are effective: May 1, 2011 .
				[Note: The Plan may not permit Roth Deferrals before January 1, 2006.]
(c)		o		Excluded Employees (1.21(D)). The Excluded Employee provisions under Election(s) 8          are effective:           .
(d)		o		Compensation (1.11). The Compensation definition under Election(s)       (specify 9-11 as applicable) are effective:                  .
(e)		x		Eligibility (2.01-2.03). The eligibility provisions under Election(s) 17(e)(2), 17(f) (specify 14-19 as applicable) are effective: May 1, 2011 .
(f)		x		Elective Deferrals (3.02(A)-(C)). The Elective Deferral provisions under Election(s) 20 (specify 20-22 as applicable) are effective: May 1, 2011 .
(g)		x		Catch-Up Deferrals (3.02(D)). The Catch-Up Deferral provisions under Election 23 (a) are effective: May 1, 2011 .
(h)		o		Matching Contributions (3.03). The Matching Contribution provisions under Election(s)        (specify 24-26 as applicable) are effective:                        .
(i)		o		Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s)          (specify 27-29 as applicable) are effective:                        .
(j)		x		401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30  (a) are effective: May 1, 2011 .
(k)		o		Allocation conditions (3.06). The allocation conditions under Election(s)           (specify 31-32 as applicable) are effective:                            .
(l)		o		Forfeitures (3.07). The forfeiture allocation provisions under Election(s)           (specify 33-34 as applicable) are effective:                              .
(m)		o		Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 35          are effective:                         .
(n)		x		Testing elections (4.06(B)). The testing elections under Election(s) 37 (2)(a) under the “Effective as of execution (and retroactively if restatement)” column are effective: May 1, 2011 .
(o)		x		Vesting (5.03). The vesting provisions under Election(s) 41(b)(4) (specify 38-43 as applicable) are effective: Plan years beginning on or after January 1, 2007 .
(p)		x		Distributions (6.01 and 6.03). The distribution elections under Election(s) 46 (specify 44-50 as applicable) are effective: May 1, 2011 .
(q)		o		Earnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s)               (specify 51-52 as applicable) are effective:                         .
(r)		x		Special Effective Date(s) for other elections (specify elections and dates): Hours of Service (1.31) Equivalency Method under Election 12(b) is effective January 1, 2006 .

1

APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

54.  BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable):
[Note: If the Employer elects 54(a), do not complete the balance of this Election 54.]
(a)		o			Not applicable. The Employer does not elect to override any basic plan provisions.
[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 54. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]
(b)		o		Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable):
		(1)		o			W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.
		(2)		o			Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.):
				a.			o	Include. Include the nonqualified deferred compensation.
				b.			o	Do not include. Do not include the nonqualified deferred compensation.
		(3)		o			Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.
		(4)		o			Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.):
				a.			o			Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of         (specify a date which is no earlier than January 1, 2005).
				b.			o			Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation):            . This provision applies effective as of         (specify a date which is no earlier than January 1, 2002).
		(5)		o			Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.):
				a.			o		NHCEs only. Apply only to disabled NHCEs.
				b.			o		All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for:                 (specify a fixed or determinable period).
		(6)		o			Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator’s operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of:             (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005).
		(7)		o			Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types).
		(8)		o			Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee’s services for the Employer. The amount of the offset is as follows:                   .
[Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate its plan with the leasing organization’s plan for coverage and nondiscrimination testing.]
	(9)		o			Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees):              (specify Contribution Types and/or categories of Reclassified Employees).

1

(c)o     Rule of parity — participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the “rule of parity” under Code §410(a)(5)(D).

(d)o     Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable):

(1)o     Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)(7)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre-Tax Deferrals.

(2)o     Application of Safe Harbor Contributions to other allocations (3.05(E)(11)). Any Safe Harbor Nonelective Contributions allocated to a Participant’s account will not be applied toward (offset) any allocation to the Participant of a non-Safe Harbor Nonelective Contribution.

(3)o     Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):

a.o     No pro-ration. Will not pro-rate Hours of Service in any short allocation period.

b.o     Pro-ration based on months. Will pro-rate any Hour of Service requirement based on the number of months in the short allocation period.

(4)o     Limited waiver of allocation conditions for re-hired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to re-hired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5)o     Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.

(6)o     Safe Harbor top-heavy exempt fail-safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a), (b), and (c)):                          .

(7)o     Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable):

a.o     Re-order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order:                            (specify order).

b.o     Hours of Service tie-breaker. Apply the greatest Hours of Service as the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.

c.o     Additional/other tiers. Apply the following additional or other tiers:                                 (specify suspension tiers and ordering).

(e)o     Testing (Article IV) overrides. (Choose one or both of (1) and (2) as applicable):

(1)o     Early application of Gap Period income to Excess Deferrals (4.11(C)(1)). The Plan Administrator will distribute Gap Period income allocated on Excess Deferrals as to Excess Deferrals occurring in the                         Taxable Year and in later Taxable Years (Specify a Taxable Year before 2008).

(2)o     Early application of Gap Period income to Excess Contributions/Aggregates (4.11(C)(2)). The Plan Administrator will distribute Gap Period income allocated on Excess Contributions and Excess Aggregate Contributions occurring in the                           Plan Year and in later Plan Years (Specify a Plan Year before the Final 401(k) Regulations Effective Date).

(f)o     Vesting (Article V) overrides. (Choose one or more of (1) through (6) as applicable):

(1)o     Application of top-heavy vesting to Matching (5.03(A)(1)). The Employer makes the following elections regarding the application of top-heavy vesting to its Regular Matching and Additional Matching Contributions (Choose one or both of a. and b.):

a.o     Post-EGTRRA Matching only. Apply top-heavy vesting only to such post-2001 Plan Year Matching Contributions.

b.o     Waiver of Hour of Service requirement. Apply top-heavy vesting as under the basic plan or as modified by Election 54(f)(1)a. to all Participants even if they did not have an Hour of Service in any post-2001 Plan Year.

(2)o     Alternative “grossed-up” vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3)o     Source of Cash-Out forfeiture restoration (5.04(B)(5)). To restore a Participant’s Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution):                                                                  .

(4)o     Deemed Cash-Out of 0% Vested Participant (5.04(C)). The deemed cash-out rule of Section 5.04(C) does not apply to the Plan.

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(5)o     Accounting for Cash-Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant’s Account Balance attributable to a Cash-Out repayment: (Choose one of a. or b.):

a.o     Nonelective rule. Under the nonelective rule.

b.o     Rollover rule. Under the rollover rule.

(6)o     One-year hold-out rule — vesting (5.06(D)). The one-year hold-out Break in Service rule under Code §411(a)(6)(B) applies.

(g)x     Distribution (Article VI) overrides. (Choose one or more of (1) through (7) as applicable):

(1)x    Election of 5-year rule (6.02(B)(1)(e)). Under Section 6.02(B)(1)(e) relating to death before the RBD, if a Designated Beneficiary does not make a timely election, the 5-year rule applies in lieu of the Life Expectancy rule.

(2)o     2002 only special Effective Date for Section 6.02 (6.02(D)(4)). For the 2002 DCY only, the Plan Administrator will apply the RMD rules in effect under (Choose one of a. or b.):

a.o     1987 proposed regulations. The 1987 proposed Treasury regulations under Code §401(a)(9).

b.o     2001 proposed regulations. The 2001 proposed Treasury regulations under Code §401(a)(9).

(3)o     RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of a. or b.):

a.o     SBJPA definition indefinitely. Indefinitely will apply the pre-SBJPA RBD definition.

b.o     SBJPA definition to specified date. Will apply the pre-SBJPA definition until                             (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).

(4)o     Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be                 %. (Specify a percentage between 50% and 100%.)

(5)o     Modification of QPSA (6.04(B)(2)). The QPSA percentage will be             %. (Specify a percentage between 50% and 100%.)

(6)o     Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

(7)o     Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to “$5,000” will be $           . (Specify an amount less than $5,000.)

(h)o     Administrative, Trust and insurance overrides (Articles VII, VIII and IX). (Choose one or more of (1) through (9) as applicable):

(1)o     Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.):

a.o     Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b.o     Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c.o     Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2)o     Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce or legal separation does not apply.

(3)o     Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least                           must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12 months.)

(4)o     Definition of “spouse” (7.05(A)(5)). The following definition of “spouse” applies:                                         . (Specify a definition consistent with Applicable Law.)

(5)o     Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply:                                                                        . (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6)o     Subsequent restoration of forfeiture-sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order                                                               . (Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)

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(7)o     State law (7.10(H)). The law of the following state will apply:                                                    . (Specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(8)o     Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer securities/real property is                 %. (Specify a percentage which is less than 100%.)

(9)o     Provisions relating to insurance and insurance company (9.08). The following provisions apply:                                              (Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[Note: The provisions in this Election 54(h)(9) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan and Applicable Law.]

(i)o     Code Sections 415/416 (Article XI) override (11.02(A)(1)). Because of the required aggregation of multiple plans, to satisfy Code §§415 and/or 416, the following overriding provisions apply:                                               . (Specify such language as necessary to satisfy §§415 and 416.)

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APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

55.     oINVESTMENT IN GROUP TRUST FUND (8.09). The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee’s authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the following group trust funds:                                                                                                          . (Specify the names of one or more group trust funds in which the Plan can invest).

[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary.]

56.     o     PERMISSIBLE TRUST AMENDMENTS (8.11). The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2005-16, Section 5.09 (Choose one or more of (a) through (c) as applicable):

[Note: Any amendment under this Election 56 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 56 to substitute another pre-approved trust for the Trust. See Election 5(c) as to a substitute trust.]

(a)o     Investments. The Employer amends the Trust provisions relating to Trust investments as follows:

                                                                                                                                                                                                     .

(b)o     Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

                                                                                                                                                                                                     .

(c)o     Other administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

                                                                                                                                                                                                     .

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APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP-1984

Without Setback

Number of years
from attained age
at the end of Plan Year until
Normal Retirement Age	7.50%	8.00%	8.50%
0	8.458	8.196	7.949
1	7.868	7.589	7.326
2	7.319	7.027	6.752
3	6.808	6.506	6.223
4	6.333	6.024	5.736
5	5.891	5.578	5.286
6	5.480	5.165	4.872
7	5.098	4.782	4.491
8	4.742	4.428	4.139
9	4.412	4.100	3.815
10	4.104	3.796	3.516
11	3.817	3.515	3.240
12	3.551	3.255	2.986
13	3.303	3.014	2.752
14	3.073	2.790	2.537
15	2.859	2.584	2.338
16	2.659	2.392	2.155
17	2.474	2.215	1.986
18	2.301	2.051	1.831
19	2.140	1.899	1.687
20	1.991	1.758	1.555
21	1.852	1.628	1.433
22	1.723	1.508	1.321
23	1.603	1.396	1.217
24	1.491	1.293	1.122
25	1.387	1.197	1.034
26	1.290	1.108	0.953
27	1.200	1.026	0.878
28	1.116	0.950	0.810
29	1.039	0.880	0.746
30	0.966	0.814	0.688
31	0.899	0.754	0.634
32	0.836	0.698	0.584
33	0.778	0.647	0.538
34	0.723	0.599	0.496
35	0.673	0.554	0.457
36	0.626	0.513	0.422
37	0.582	0.475	0.389
38	0.542	0.440	0.358
39	0.504	0.407	0.330
40	0.469	0.377	0.304
41	0.436	0.349	0.280
42	0.406	0.323	0.258
43	0.377	0.299	0.238
44	0.351	0.277	0.219
45	0.327	0.257	0.202

Note: A Participant’s Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant’s age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant’s attainment of Normal Retirement Age, the factor for “zero” years applies.

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APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP-1984

Without Setback

Normal Retirement
Age	7.50%	8.00%	8.50%
55	1.2242	1.2147	1.2058
56	1.2043	1.1959	1.1879
57	1.1838	1.1764	1.1694
58	1.1627	1.1563	1.1503
59	1.1411	1.1357	1.1305
60	1.1188	1.1144	1.1101
61	1.0960	1.0925	1.0891
62	1.0726	1.0700	1.0676
63	1.0488	1.0471	1.0455
64	1.0246	1.0237	1.0229
65	1.0000	1.0000	1.0000
66	0.9752	0.9760	0.9767
67	0.9502	0.9518	0.9533
68	0.9251	0.9274	0.9296
69	0.8998	0.9027	0.9055
70	0.8740	0.8776	0.8810
71	0.8478	0.8520	0.8561
72	0.8214	0.8261	0.8307
73	0.7946	0.7999	0.8049
74	0.7678	0.7735	0.7790
75	0.7409	0.7470	0.7529
76	0.7140	0.7205	0.7268
77	0.6874	0.6942	0.7008
78	0.6611	0.6682	0.6751
79	0.6349	0.6423	0.6494
80	0.6090	0.6165	0.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant’s Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

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AMENDMENT FOR THE FINAL 415 REGULATIONS

ARTICLE I

PREAMBLE

1.1Effective date of Amendment. This Amendment is effective for limitation years and plan years beginning on or after July 1, 2007, except as otherwise provided herein.

1.2Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

1.3Employer’s election. The Employer adopts all Articles of this Amendment, except those Articles that the Employer specifically elects not to adopt.

1.4Construction. Except as otherwise provided in this Amendment, any reference to “Section” in this Amendment refers only to sections within this Amendment, and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to any Plan article, section or other numbering designations.

1.5Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates the final Code §415 Regulation provisions).

1.6Adoption by prototype sponsor. Except as otherwise provided herein, pursuant to the provisions of the Plan and Section 5.01 of Revenue Procedure 2005-16, the sponsor hereby adopts this Amendment on behalf of all adopting employers.

ARTICLE II

EMPLOYER ELECTIONS

The Employer only needs to complete the questions in Section 2.2 in order to override the default provisions set forth below. If the Plan will use all of the default provisions, then these questions should be skipped and the Employer does not need to execute this amendment.

2.1Default Provisions. Unless the Employer elects otherwise in Section 2.2, the following defaults will apply:

a.The provisions of the Plan setting forth the definition of compensation for purposes of Code §415 (hereinafter referred to as “415 Compensation”), as well as compensation for purposes of determining highly compensated employees pursuant to Code §414(q) and for top-heavy purposes under Code §416 (including the determination of key employees), shall be modified by (1) including payments for unused sick, vacation or other leave and payments from nonqualified unfunded deferred compensation plans (Amendment Section 3.2(b)), (2) excluding salary continuation payments for participants on military service (Amendment Section 3.2(c)), and (3) excluding salary continuation payments for disabled participants (Amendment Section 3.2(d)).

b.The “first few weeks rule” does not apply for purposes of 415 Compensation (Amendment Section 3.3).

c.The provision of the Plan setting forth the definition of compensation for allocation purposes (hereinafter referred to as “Plan Compensation”) shall be modified to provide for the same adjustments to Plan Compensation (for all contribution types) that are made to 415 Compensation pursuant to this Amendment.

2.2In lieu of default provisions. In lieu of the default provisions above, the following apply: (select all that apply; if no selections are made, then the defaults apply)

415 Compensation. (select all that apply):

a.o    Exclude leave cashouts and deferred compensation (Section 3.2(b))

b.o    Include military continuation payments (Section 3.2(c))

c.o    Include disability continuation payments (Section 3.2(d)):

1.o    For Nonhighly Compensated Employees only

2.o    For all participants and the salary continuation will continue for the following fixed or determinable period:                          

d.o    Apply the administrative delay (“first few weeks”) rule (Section 3.3)

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Plan Compensation. (select all that apply):

NOTE: Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. For all Plans other than 401(k) plans, only use column 1. or column 4. in the table below.

NOTE: Under the GUST PPD document, the plan excludes all post-severance compensation unless the Employer had elected otherwise in its adoption agreement.

					Elective
			All		Deferrals	Matching	Nonelective
e.	o	Default provisions apply	1. N/A	OR	2.   o	3.   o	4.   o
f.	o	No change from existing Plan provisions	1.   o	OR	2.   o	3.   o	4.   o
g.	o	Exclude all post-severance compensation	1.   o	OR	2.   o	3.   o	4.   o
h.	o	Exclude post-severance regular pay	1.   o	OR	2.   o	3.   o	4.   o
i.	o	Exclude leave cashouts and deferred compensation	1.   o	OR	2.   o	3.   o	4.   o
j.	o	Include post-severance military continuation payments	1.   o	OR	2.   o	3.   o	4.   o
k.	o	Include post-severance disability continuation payments:	1.   o	OR	2.   o	3.   o	4.   o
	a.	o  For Nonhighly Compensated Employees only
	b.	o  For all participants and the salary continuation
		will continue for the following fixed or determinable period:
l.	x	Other Exclude deferred compensation. (describe)

Plan Compensation Special Effective Date. The definition of Plan Compensation is modified as set forth herein effective as of the same date as the 415 Compensation change is effective unless otherwise specified:

m.                                                                                           (enter the effective date)

ARTICLE III

FINAL SECTION 415 REGULATIONS

3.1Effective date. The provisions of this Article III shall apply to limitation years beginning on and after July 1, 2007.

3.2415 Compensation paid after severance from employment. 415 Compensation shall be adjusted, as set forth herein and as otherwise elected in Article II, for the following types of compensation paid after a Participant’s severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code §414(b), (c), (m) or (o)). However, amounts described in subsections (a) and (b) below may only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2 months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation within the meaning of Code §415(c)(3), even if payment is made within the time period specified above.

(a)   Regular pay. 415 Compensation shall include regular pay after severance of employment if:

(1)The payment is regular compensation for services during the participant’s regular working hours, or compensation for services outside the participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

(2)The payment would have been paid to the participant prior to a severance from employment if the participant had continued in employment with the Employer.

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(b)Leave cashouts and deferred compensation. Leave cashouts shall be included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if the compensation would have been included in the definition of 415 Compensation if it had been paid prior to the participant’s severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the participant had continued in employment with the Employer and only to the extent that the payment is includible in the participant’s gross income.

(c)Salary continuation payments for military service participants. 415 Compensation does not include, unless otherwise elected in Section 2.2 of this Amendment, payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(d)Salary continuation payments for disabled Participants. Unless otherwise elected in Section 2.2 of this Amendment, 415 Compensation does not include compensation paid to a participant who is permanently and totally disabled (as defined in Code §22(e)(3)). If elected, this provision shall apply to either just non-highly compensated participants or to all participants for the period specified in Section 2.2 of this Amendment.

3.3Administrative delay (“the first few weeks”) rule. 415 Compensation for a limitation year shall not include, unless otherwise elected in Section 2.2 of this Amendment, amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates. However, if elected in Section 2.2 of this Amendment, 415 Compensation for a limitation year shall include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next limitation year, the amounts are included on a uniform and consistent basis with respect to all similarly situated participants, and no compensation is included in more than one limitation year.

3.4Inclusion of certain nonqualified deferred compensation amounts. If the Plan’s definition of Compensation for purposes of Code §415 is the definition in Regulation Section 1.415(c)-2(b) (Regulation Section 1.415-2(d)(2) under the Regulations in effect for limitation years beginning prior to July 1, 2007) and the simplified compensation definition of Regulation 1.415(c)-2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations in effect for limitation years prior to July 1, 2007) is not used, then 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code §409A or Code §457(f)(1)(A) or because the amounts are constructively received by the Participant. [Note if the Plan’s definition of Compensation is W-2 wages or wages for withholding purposes, then these amounts are already included in Compensation.]

3.5   Definition of annual additions. The Plan’s definition of “annual additions” is modified as follows:

(a)Restorative payments. Annual additions for purposes of Code §415 shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan’s losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions.

(b)Other Amounts. Annual additions for purposes of Code §415 shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code §§401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a participant from the Plan; and (4) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code §414(d)) as described in Code §415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments.

(c)Date of tax-exempt Employer contributions. Notwithstanding anything in the Plan to the contrary, in the case of an Employer that is exempt from Federal income tax (including a governmental employer), Employer contributions are treated as credited to a participant’s account for a particular limitation year only if the contributions are actually made to the plan no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable, depending on the basis on which the employer keeps its books) with or within which the particular limitation year ends.

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3.6Change of limitation year. The limitation year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan’s limitation year, then the Plan is treated as if the Plan had been amended to change its limitation year.

3.7Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code §415) are exceeded for any participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance, including, but not limited to, the preamble of the final §415 regulations.

3.8Aggregation and Disaggregation of Plans.

(a)For purposes of applying the limitations of Code §415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a “predecessor employer”) under which the participant receives annual additions are treated as one defined contribution plan. The “Employer” means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code §§414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code §415(h), and shall take into account tax-exempt organizations under Regulation Section 1.414(c)-5, as modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(1)A former Employer is a “predecessor employer” with respect to a participant in a plan maintained by an Employer if the Employer maintains a plan under which the participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

(2)With respect to an Employer of a participant, a former entity that antedates the Employer is a “predecessor employer” with respect to the participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(b)Break-up of an affiliate employer or an affiliated service group. For purposes of aggregating plans for Code §415, a “formerly affiliated plan” of an employer is taken into account for purposes of applying the Code §415 limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the “cessation of affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(c)Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code §415(f) and the Regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Code §415 with respect to a participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the participant’s account after the date on which the plans are required to be aggregated.

ARTICLE IV

PLAN COMPENSATION

4.1Compensation limit. Notwithstanding Amendment Section 4.2 or any election in Amendment Section 2.2, if the Plan is a 401(k) plan, then participants may not make elective deferrals with respect to amounts that are not 415 Compensation. However, for this purpose, 415 Compensation is not limited to the annual compensation limit of Code §401(a)(17).

4.2Compensation paid after severance from employment. Compensation for purposes of allocations (hereinafter referred to as Plan Compensation) shall be adjusted, unless otherwise elected in Amendment Section 2.2, in the same manner as 415 Compensation pursuant to Article III of this Amendment if those amounts would have been included in Compensation if they were paid prior to the Participant’s severance from employment, except in applying Article III, the term “limitation year” shall be replaced with the term “plan year” and the term “415 Compensation” shall be replaced with the term “Plan Compensation.”

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4.3Option to apply Plan Compensation provisions early. The provisions of this Article shall apply for Plan Years beginning on and after July 1, 2007, unless another effective date is specified in Section 2.2 of this Amendment.

Except with respect to any election made by the employer in Section 2.2, this amendment is hereby adopted by the prototype sponsor on behalf of all adopting employers on:

(signature and date)

Sponsor Name: Milliman, Inc.

NOTE: The Employer only needs to execute this Amendment if an election has been made in Section 2.2 of this Amendment.

This amendment has been executed this 28th day of April, 2011.

Name of Plan:  Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees

Name of Employer:  Simpson Manufacturing Co., Inc.

By:	/s/ Karen Colonias
	EMPLOYER

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PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

2011

This Administrative Checklist (“AC”) is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist (“SFC”) in preparing the Plan’s SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan’s opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator’s administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre-dating the specified date.

AC1.   PLAN LOANS (7.06). The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b)):

(a)   x   Does not permit.

(b)   o    Permitted pursuant to the Loan Policy. See SFC Election 69 to complete Loan Policy.

AC2.   PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b)):

(a)   o    Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b)   x   Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4)):

(1)Accounts affected. (Choose a. or choose one or more of b. through f.):

a.xAll Accounts.

b.oElective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c.oAll Nonelective Contribution Accounts.

d.oAll Matching Contribution Accounts.

e.oAll Rollover Contribution and Transfer Accounts.

f.oSpecify Accounts:

(2)Restrictions on Participant direction (Choose one of a. or b.):

a.oNone. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b.oRestrictions:

(3)ERISA §404(c). (Choose one of a. or b.):

a.xApplies.

b.oDoes not apply.

(4)QDIA (Qualified Default Investment Alternative). (Choose one of a. or b.):

a.xApplies. See SFC Election 110 for details.

b.oDoes not apply.

AC3.   ROLLOVER CONTRIBUTIONS (3.08). The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b)):

(a)   x   Does not permit.

(b)   o    Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2)):

(1)Who may roll over. (Choose one of a. or b.):

a.o    Participants only.

b.o    Eligible Employees or Participants.

(2)Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.):

a.o    All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b.o    Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types:                                                                                                                      .

AC4.   PLAN EXPENSES (7.04(C)). The Employer will pay or the Plan will be charged with non-settlor Plan expenses as follows (Choose one of (a) or (b)):

(a)o    Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).

(b)   x   Plan pays some or all non-settlor expenses. See SFC Election 126 for details.

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AC5.   RELATED AND PARTICIPATING EMPLOYERS (1.23(C)/(D)). There are or are not Related Employers and Participating Employers as follows (Complete (a) through (c)):

(a)   Related Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)   x   Name(s) of Related Employers:  Simpson Strong-Tie Company, Inc.

(b)   Participating (Related) Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)x   Name(s) of Participating Employers:  Simpson Strong-Tie Company, Inc.  See SFC Election 71 for details.

(c)   Former Participating Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)   x   Applies.

Name(s)	Date of cessation
Simpson Dura-Vent Company, Inc.	September 2010

AC6.   TOP-HEAVY MINIMUM-MULTIPLE PLANS (10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top-Heavy Minimum Contribution (or benefit) requirement as to Non-Key Employees who participate in such plans and who are entitled to a Top-Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator’s operational election. (Choose (a) or choose one of (b) or (c)):

(a)   o    Does not apply.

(b)   x   If only another Defined Contribution Plan. Make the Top-Heavy Minimum Allocation (Choose one of (1) or (2)):

(1)x   To this Plan.

(2)o    To another Defined Contribution Plan:                                                                         (plan name)

(c)o    If one or more Defined Benefit Plans. Make the Top-Heavy Minimum Allocation or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3)):

(1)o    To this Plan. Increase the Top-Heavy Minimum Allocation to 5%.

(2)o    To another Defined Contribution Plan. Increase the Top-Heavy Minimum Allocation to 5% and provide under the:                                                                                                     (name of other Defined Contribution Plan).

(3)o    To a Defined Benefit Plan. Provide the 2% top-heavy minimum benefit under the:                              (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions:                             .

AC7.   SELF-EMPLOYED PARTICIPANTS (1.21(A)). One or more self-employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b)):

(a)   x   None.

(b)   o    Applies.

AC8.   PROTECTED BENEFITS (11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b)):

(a)   x   Does not apply. No Protected Benefits have been eliminated.

(b)o    Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and complete column (4)):

	(1) All Participants/ Accounts	(2) Post-E.D. Contribution Accounts only	(3) Post-E.D. Participants only	(4) Effective Date (E.D.)
(1) o QJSA/QPSA distributions	o	o	o
(2) o Installment distributions	o	o	o
(3) o In-kind distributions	o	o	o
(4) o Specify:

AC9.   LIFE INSURANCE (9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b)):

(a)   x   Does not apply.

(b)   o    Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

AC10. DISTRIBUTION OF CASH OR PROPERTY (8.04). The Plan provides for distribution in the form of (Choose one of (a) or (b)):

(a)   x   Cash only. Except where property distribution is required or permitted under Section 8.04.

(b)   o    Cash or property. At the distributee’s election and consistent with any Plan Administrator policy under Section 8.04.

AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.02(A)(13)). The Trust invests or does not invest in qualifying Employer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b)):

(a)   o    Does not apply.

(b)   x   Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

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AMENDMENT FOR PENSION PROTECTION ACT AND HEART ACT

ARTICLE I

PREAMBLE

1.1Effective date of Amendment. The Employer adopts this Amendment to the Plan to reflect recent law changes. This Amendment is effective as indicated below for the respective provisions.

1.2Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

1.3Employer’s election. The Employer adopts all the default provisions of this Amendment except as otherwise elected in Article II.

1.4Construction. Except as otherwise provided in this Amendment, any reference to “Section” in this Amendment refers only to sections within this Amendment, and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to any Plan article, section or other numbering designations.

1.5Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates PPA provisions).

ARTICLE II

EMPLOYER ELECTIONS

The Employer only needs to complete the questions in Sections 2.2 through 2.7 below in order to override the default provisions set forth below. If the Plan will use all of the default provisions, then these questions should be skipped.

2.1Default Provisions. Unless the Employer elects otherwise in this Article, the following defaults will apply:

a.If the Plan has a vesting schedule for nonelective contributions that does not meet the Pension Protection Act of 2006 (PPA), then the vesting schedule for any Employer nonelective contributions for Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, will be the schedule below. Such schedule will apply to all nonelective contributions, even those made prior to January 1, 2007.

If the Plan has a graded vesting schedule (i.e., the vesting schedule includes a vested percentage that is more than 0% and less than 100%), then the vesting schedule will be a 6-year graded schedule (20% after 2 years of vesting service and an additional 20% for each year thereafter).

If the Plan has a cliff vesting schedule that requires more than 3 years of vesting service, then nonelective contributions will be nonforfeitable upon the completion of 3 years of vesting service.

b.Nonspousal beneficiary rollovers are allowed effective for distributions made after 12/31/06.

c.Hardship distributions for expenses of a beneficiary are allowed effective as of Plan years beginning on or after January 1, 2011.

d.The option to permit in-service distributions at age 62 (with respect to amounts attributable to a money purchase pension plan, target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan) is not adopted.

e.Qualified Reservist Distributions are not allowed.

f.Continued benefit accruals pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART Act) are not provided.

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2.2Vesting (Article III). The default vesting schedule applies unless a. is elected below.

a.oIn lieu of the above default vesting provisions, the employer elects the following schedule:

1.o3 year cliff (a Participant’s accrued benefit derived from employer nonelective contributions is nonforfeitable upon the Participant’s completion of three years of vesting service).

2.o6 year graded schedule (20% after 2 years of vesting service and an additional 20% for each year thereafter).

3.oOther (must be at least as liberal as 1. or 2. above at each point in time):

Years of vesting service	Nonforfeitable percentage
		%
		%
		%
		%
		%

The vesting schedule set forth herein only applies to Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, and, unless b. is elected below, applies to all nonelective contributions subject to a vesting schedule.

b.oThe vesting schedule will only apply to nonelective contributions made in Plan Years beginning after December 31, 2006 (the prior schedule will apply to nonelective contributions made in prior Plan Years).

2.3Non-spousal rollovers (Article VII). Non-spousal rollovers are allowed after December 31, 2006 unless a. is elected below (Article VII provides that such distributions are always allowed after December 31, 2009):

a.oUse the following instead of the default (select one):

1.oNon-spousal rollovers are not allowed.

2.oNon-spousal rollovers are allowed effective            (not earlier than January 1, 2007 and not later than January 1, 2010).

2.4Hardships (Article VIII). Hardship distributions for expenses of beneficiaries will be allowed effective as of August 17, 2006, unless elected below (applies only for 401(k) or profit sharing plans that allow hardship distributions):

a.xUse the following instead of the default (select one):

1.oHardship distributions for beneficiary expenses are not allowed.

2.xHardship distributions for beneficiary expenses are allowed effective as of Plan Years beginning on or after January 1, 2011 (may not be earlier than August 17, 2006).

2.5In-service distributions (Article IX). In-service distributions at age 62 will not be allowed (except as otherwise permitted under the Plan without regard to this Amendment) unless elected below:

a.oIn-service distributions will be allowed for Participants at age 62 (generally applies only for money purchase (including target benefit) plans, but may apply to any other defined contribution plans that have received a transfer of assets from a pension plan) effective as of the first day of the 2007 Plan Year unless another date is elected below:

1.o                                                    (may not be earlier than the first day of the 2007 Plan Year).

AND, the following limitations apply to in-service distributions:

2.oThe Plan already provides for in-service distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to in-service distributions at age 62.

3.oN/A. No limitations.

4.oThe following elections apply to in-service distributions at age 62 (select all that apply):

a.oThe minimum amount of a distribution is $             (may not exceed $1,000).

b.oNo more than              distribution(s) may be made to a Participant during a Plan Year.

c.oDistributions may only be made from accounts which are fully Vested.

d.oIn-service distributions may be made subject to the following provisions:              (must be definitely determinable and not subject to discretion).

2.6Qualified Reservist Distributions (Article X). Qualified Reservist distributions will not be allowed unless elected below:

a.oQualified Reservist Distributions are allowed effective as of                (may not be earlier than September 12, 2001).

2.7Continued benefit accruals (Article XV). Continued benefit accruals for the Heart Act (Amendment Section 15.2) will not apply unless elected below:

a.oThe provisions of Amendment Section 15.2 apply.

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ARTICLE III

NONELECTIVE CONTRIBUTION VESTING

3.1Applicability. This Article applies to Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, with respect to accrued benefits derived from employer nonelective contributions made in Plan Years beginning after December 31, 2006. Unless otherwise elected by the employer in Amendment Section 2.2 above, this Article also will apply to all nonelective contributions subject to a vesting schedule, including nonelective contributions allocated under the Plan terms as of a date in a Plan Year beginning before January 1, 2007.

3.2Vesting schedule. A Participant’s accrued benefit derived from employer nonelective contributions vests as provided in Amendment Section 2.1.a, or if applicable, Amendment Section 2.2.

ARTICLE IV

PARTICIPANT DISTRIBUTION NOTIFICATION

4.1180-day notification period. For any distribution notice issued in Plan Years beginning after December 31, 2006, any reference to the 90-day maximum notice period prior to distribution in applying the notice requirements of Code §§402(f) (the rollover notice), 411(a)(11) (Participant’s consent to distribution), and 417 (notice under the joint and survivor annuity rules) will become 180 days.

4.2Notice of right to defer distribution. For any distribution notice issued in Plan Years beginning after December 31, 2006, the description of a Participant’s right, if any, to defer receipt of a distribution also will describe the consequences of failing to defer receipt of the distribution. For notices issued before the 90th day after the issuance of Treasury regulations (unless future Revenue Service guidance otherwise requires), the notice will include: (i) a description indicating the investment options available under the Plan (including fees) that will be available if the Participant defers distribution; and (ii) the portion of the summary plan description that contains any special rules that might affect materially a Participant’s decision to defer.

ARTICLE V

ROLLOVER OF AFTER-TAX/ROTH AMOUNTS

5.1Direct rollover to qualified plan/403(b) plan. For taxable years beginning after December 31, 2006, a Participant may elect to transfer employee (after-tax) or Roth elective deferral contributions by means of a direct rollover to a qualified plan or to a 403(b) plan that agrees to account separately for amounts so transferred, including accounting separately for the portion of such distribution which is includible in gross income and the portion of such distribution which is not includible in gross income.

ARTICLE VI

DIVESTMENT OF EMPLOYER SECURITIES

6.1Rule applicable to elective deferrals and employee contributions. For Plan Years beginning after December 31, 2006, if any portion of the account of a Participant (including, for purposes of this Article VI, a beneficiary entitled to exercise the rights of a Participant) attributable to elective deferrals or employee contributions is invested in publicly-traded Employer securities, the Participant may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements of Section 6.3.

6.2Rule applicable to Employer contributions. If any portion of a Participant’s account attributable to nonelective or matching contributions is invested in publicly-traded Employer securities, then a Participant who has completed at least 3 years of vesting service, or a beneficiary of any deceased Participant entitled to exercise the right of a Participant, may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements of Section 6.3.

a.Three-year phase-in applicable to Employer contributions. For Employer securities acquired with nonelective or matching contributions during a Plan Year beginning before January 1, 2007, the rule described in this Section 6.2 only applies to the percentage of the Employer securities (applied separately for each class of securities) as follows:

Plan Year	Percentage
2007	33
2008	66
2009	100

b.Exception to phase-in for certain age 55 Participants. The 3-year phase-in rule of Section 6.2.a does not apply to a Participant who has attained age 55 and who has completed at least 3 years of service before the first Plan Year beginning after December 31, 2005.

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6.3Investment options. For purposes of this Article VI, other investment options must include not less than 3 investment options, other than Employer securities, to which the Participant may direct the proceeds of divestment of Employer securities required by this Article VI, each of which options is diversified and has materially different risk and return characteristics. The Plan must provide reasonable divestment and reinvestment opportunities at least quarterly. Except as provided in regulations, the Plan may not impose restrictions or conditions on the investment of Employer securities which the Plan does not impose on the investment of other Plan assets, other than restrictions or conditions imposed by reason of the application of securities laws or a condition permitted under IRS Notice 2006-107 or other applicable guidance.

6.4Exceptions for certain plans. This Article VI does not apply to a one-participant plan, as defined in Code §401(a)(35)(E)(iv), or to an employee stock ownership plan (“ESOP”) if: (i) there are no contributions to the ESOP (or related earnings) attributable to elective deferrals or matching contributions; and (ii) the ESOP is a separate plan, for purposes of Code §414(l), from any other defined benefit plan or defined contribution plan maintained by the same employer or employers.

6.5Treatment as publicly traded Employer securities. Except as provided in Treasury regulations or in Code §401(a)(35)(F)(ii) (relating to certain controlled groups), a plan holding Employer securities which are not publicly traded Employer securities is treated as holding publicly traded Employer securities if any Employer corporation, or any member of a controlled group of corporations which includes such Employer corporation (as defined in Code §401(a)(35)(F)(iii)) has issued a class of stock which is a publicly traded Employer security.

ARTICLE VII

DIRECT ROLLOVER OF NON-SPOUSAL DISTRIBUTION

7.1Non-spouse beneficiary rollover right. For distributions after December 31, 2009, and unless otherwise elected in Section 2.3 of this Amendment, for distributions after December 31, 2006, a non-spouse beneficiary who is a “designated beneficiary” under Code §401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer (“direct rollover”), may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.

7.2Certain requirements not applicable. Although a non-spouse beneficiary may roll over directly a distribution as provided in Section 7.1, any distribution made prior to January 1, 2010 is not subject to the direct rollover requirements of Code §401(a)(31) (including Code §401(a)(31)(B), the notice requirements of Code §402(f) or the mandatory withholding requirements of Code §3405(c)). If a non-spouse beneficiary receives a distribution from the Plan, the distribution is not eligible for a “60-day” rollover.

7.3Trust beneficiary. If the Participant’s named beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code §401(a)(9)(E).

7.4Required minimum distributions not eligible for rollover. A non-spouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Revenue Service guidance. If the Participant dies before his or her required beginning date and the non-spouse beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treas. Reg. §1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse beneficiary’s distribution.

ARTICLE VIII

DISTRIBUTION BASED ON BENEFICIARY HARDSHIP

8.1Beneficiary-based distribution. Unless otherwise elected in Amendment Section 2.4, then effective as of August 17, 2006, a Participant’s hardship event, for purposes of the Plan’s safe harbor hardship distribution provisions pursuant to Treas. Reg. §1.401(k)-1(d)(3)(iii)(B), includes an immediate and heavy financial need of the Participant’s primary beneficiary under the Plan, that would constitute a hardship event if it occurred with respect to the Participant’s spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral expenses and certain medical expenses). For purposes of this Article, a Participant’s “primary beneficiary under the Plan” is an individual who is named as a beneficiary under the Plan and has an unconditional right to all or a portion of the Participant’s account balance under the Plan upon the Participant’s death.

ARTICLE IX

IN-SERVICE PENSION DISTRIBUTIONS

9.1Age 62 distributions. If elected in Amendment Section 2.5.a, then beginning as of the date specified in such Section, if the Plan is a money purchase pension plan, a target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan, a Participant who has attained age 62 and who has not separated from employment may elect to receive a distribution of his or her vested account balance (or in case of a transferee plan, of the transferred account balance).

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ARTICLE X

QUALIFIED RESERVIST DISTRIBUTION

10.1401(k) distribution restrictions. If elected in Amendment Section 2.6, then effective as of the date specified in such Section,  the Plan permits a Participant to elect a Qualified Reservist Distribution, as defined in this Article X.

10.2Qualified Reservist Distribution defined. A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period.

ARTICLE XI

OTHER 401(k)/401(m) PLAN PROVISIONS

11.1Gap period income on distributed excess contributions and excess aggregate contributions. This Section applies to excess contributions (as defined in Code §401(k)(8)(B)) and excess aggregate contributions (as defined in Code §401(m)(6)(B)) made with respect to Plan Years beginning after December 31, 2007. The Plan administrator will not calculate and distribute allocable income for the gap period (i.e., the period after the close of the Plan Year in which the excess contribution or excess aggregate contribution occurred and prior to the distribution).

11.2Gap period income on distributed excess deferrals. With respect to 401(k) plan excess deferrals (as defined in Code §402(g)) made in taxable year 2007, the Plan administrator must calculate allocable income for the taxable year and also for the gap period (i.e., the period after the close of the taxable year in which the excess deferral occurred and prior to the distribution); provided that the Plan administrator will calculate and distribute the gap period allocable income only if the Plan administrator in accordance with the Plan terms otherwise would allocate the gap period allocable income to the Participant’s account. With respect to 401(k) plan excess deferrals made in taxable years after 2007, gap period income may not be distributed.

11.3Plan termination distribution availability. For purposes of determining whether the Employer maintains an alternative defined contribution plan (described in Treas. Reg. §1.401(k)-1(d)(4)(i)) that would prevent the Employer from distributing elective deferrals (and other amounts, such as QNECs, that are subject to the distribution restrictions that apply to elective deferrals) from a terminating 401(k) plan, an alternative defined contribution plan does not include an employee stock ownership plan defined in Code §§4975(e)(7) or 409(a), a simplified employee pension as defined in Code §408(k), a SIMPLE IRA plan as defined in Code §408(p), a plan or contract that satisfies the requirements of Code §403(b), or a plan that is described in Code §§457(b) or (f).

ARTICLE XII

QUALIFIED OPTIONAL SURVIVOR ANNUITY

12.1Right to Elect Qualified Optional Survivor Annuity. Effective with respect to Plan Years beginning after December 31, 2007, a participant who elects to waive the qualified joint and survivor annuity form of benefit, if offered under the Plan, is entitled to elect the “qualified optional survivor annuity” at any time during the applicable election period. Furthermore, the written explanation of the joint and survivor annuity shall explain the terms and conditions of the “qualified optional survivor annuity.”

12.2Definition of Qualified Optional Survivor Annuity.

a.General. For purposes of this Article, the term “qualified optional survivor annuity” means an annuity:

(1)For the life of the participant with a survivor annuity for the life of the spouse which is equal to the “applicable percentage” of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and

(2)Which is the actuarial equivalent of a single annuity for the life of the participant.

Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence.

b.Applicable percentage. For purposes of this Section, the “applicable percentage” is based on the survivor annuity percentage (i.e., the percentage which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the participant and the spouse). If the survivor annuity percentage is less than 75 percent, then the “applicable percentage” is 75 percent; otherwise, the “applicable percentage” is 50 percent.

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ARTICLE XIII

DIRECT ROLLOVER TO ROTH IRA

13.1Roth IRA rollover. For distributions made after December 31, 2007, a participant may elect to roll over directly an eligible rollover distribution to a Roth IRA described in Code §408A(b).

ARTICLE XIV

QUALIFIED DOMESTIC RELATIONS ORDERS

14.1Permissible QDROs. Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order (“QDRO”) will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant’s death.

14.2Other QDRO requirements apply. A domestic relations order described in Section 14.1 is subject to the same requirements and protections that apply to QDROs.

ARTICLE XV

HEART ACT PROVISIONS

15.1Death benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code §414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.

15.2Benefit accrual. If the Employer elects in Amendment Section 2.7 to apply this Section 15.2, then for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled on or after January 1, 2007 (as defined under the terms of the Plan) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual’s reemployment rights under USERRA, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability.

a.Determination of benefits. The Plan will determine the amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed under this Section 15.2 for purposes of applying paragraph Code §414(u)(8)(C) on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service; or (ii) if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.

15.3Differential wage payments. For years beginning after December 31, 2008, (i) an individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an employee of the employer making the payment, (ii) the differential wage payment is treated as compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.

15.4Severance from employment. Notwithstanding Section 15.3(i), for purposes of Code §401(k)(2)(B)(i)(I), an individual is treated as having been severed from employment during any period the individual is performing service in the uniformed services described in Code §3401(h)(2)(A).

a.Suspension of deferrals. If an individual elects to receive a distribution by reason of severance from employment, death or disability, the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.

b.Nondiscrimination requirement. Section 15.3(iii) applies only if all employees of the Employer performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (5)).

* * * * * * *

6

This Amendment has been executed this 28th day of April, 2011

Name of Plan: Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees

Name of Employer: Simpson Manufacturing Co., Inc.

By:	/s/ Karen Colonias
	EMPLOYER

7

EX-4.4

Exhibit 4.4

SIMPSON MANUFACTURING CO., INC. 401(K) PROFIT SHARING PLAN FOR HOURLY EMPLOYEES

ADOPTION AGREEMENT #005

NONSTANDARDIZED 401(k) PLAN

[Related Employers only]

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively “Plan”) under the Milliman, Inc. Defined Contribution Prototype Plan and Trust (basic plan document #03). The Employer, subject to the Employer’s Adoption Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer’s entire plan and trust document. All “Election” references within this Adoption Agreement are Adoption Agreement Elections. All “Article” or “Section” references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially similar to existed printed options, all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1.	EMPLOYER (1.23).
	Name: Simpson Manufacturing Co., Inc
	Address: 5956 W. Las Positas Blvd., Pleasanton, California 94588
	Phone number: (925) 560-9000
	E-mail (optional):
	Employer’s Taxable Year: December 31st
	EIN: 94-3196943
2.	PLAN (1.40).
	Name: Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees
	Plan number: 002                                            (3-digit number for Form 5500 reporting)
	Trust EIN (optional): 42-1558009
3.	PLAN/LIMITATION YEAR (1.42/1.33). Plan Year and Limitation Year mean the 12 consecutive month period (except for a
short Plan/Limitation Year) ending every (Complete (a) and (b)):

[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., “June 30” OR “the last day of February” OR “the first Tuesday in January.” In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., “May 1, 2008.”]

(a)	Plan Year (Choose one of (1) or (2) and choose (3) if applicable):
	(1)	x		December 31.
	(2)	o		Fiscal Plan Year: ending:	.
	(3)	o		Short Plan Year: commencing:	and ending:			.
(b)	Limitation Year (Choose one of (1) or (2) and choose (3) if applicable):
	(1)	x		Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.
	(2)	o		Different Limitation Year: ending:			.
	(3)	o		Short Limitation Year: commencing:			and ending:		.
4.	EFFECTIVE DATE (1.19). The Employer’s adoption of the Plan is a (Choose one of (a), (b), or (c). Choose (d) if applicable):
(a)	o		New Plan. The Plan’s Effective Date is:			.
(b)	x		Restated Plan. The Plan’s restated Effective Date is: May 1, 2011. The Plan’s original Effective Date was: January 1, 1984.

[Note: See Section 1.51 for the definition of Restated Plan. If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]

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(c)oRestatement of surviving and merging plans. The Plan restates two (or more) plans (Complete (1) and (2). Choose (3) as applicable):

(1)This (surviving) Plan. The Plan’s restated Effective Date is:                         . The Plan’s original Effective Date was:                         .

[Note: If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]

(2)Merging plan. The                              Plan was or will be merged into this surviving Plan as of:                    . The merging plan’s restated Effective Date is:                         . The merging plan’s original Effective Date was:                  .

[See the Note under Election 4(c)(1) if this document is the merging plan’s EGTRRA restatement.]

(3)oAdditional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable):

	Name of merging plan	Merger date	Restated Effective Date	Original Effective Date
a.
b.

(d)xSpecial Effective Date for Elective Deferral provisions: May 1, 2011

5.TRUSTEE (1.65). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) if applicable):

(a)oA discretionary Trustee. See Section 8.02(A).

(b)xA nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).

(c)xA Trustee under the: Charles Schwab Trust Company (specify name of trust), a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).

(d)oPermitted Trust amendments apply. Under Section 8.11 the Employer in Appendix C has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c).

6.CONTRIBUTION TYPES (1.12). The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (a) through (h) as applicable. Choose (i) if applicable):

(a)xPre-Tax Deferrals. See Section 3.02 and Elections 20-23.

(b)oRoth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]

(c)oMatching. See Sections 1.34 and 3.03 and Elections 24-26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2).]

(d)xNonelective. See Sections 1.37 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]

(e)xSafe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See Section 3.05.

(f)oEmployee (after-tax). See Section 3.09 and Election 35.

(g)oSIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally will elect for each Plan Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective Contribution as described in Section 3.10(E). The Employer must notify Participants of the Employer’s SIMPLE contribution election and of the Participants’ deferral election rights and limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [Note: The Employer electing 6(g) may not elect any other Contribution Types except under Elections 6(a), 6(b), and 6(h).]

(h)oDesignated IRA. See Section 3.12 and Election 36.

(i)oNone (frozen plan). The Plan is/was frozen effective as of:                              . See Sections 3.01(J) and 11.04.

[Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which the Plan is frozen.]

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7.DISABILITY (1.15). Disability means (Choose one of (a) or (b)):

(a)xBasic Plan. Disability as defined in Section 1.15(A).

(b)oDescribe:

[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution.]

8.EXCLUDED EMPLOYEES (1.21(D)). The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a) or (b)):

[Note: Regardless of the Employer’s elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and 1.23(D).]

(a)oNo Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.

(b)xExclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the designated Contribution Type) (Choose one or more of (1) through (7) as applicable):

[Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(1)	o	No exclusions. No exclusions as to the designated Contribution Type.	N/A (See Election 8(a))		o	o	o
(2)	x	Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A).  See Section 1.21(D)(1).	x	OR	o	o	o
(3)	x	Non-Resident Aliens.As described in Code §410(b)(3)(C). See Section 1.21(D)(2).	x	OR	o	o	o
(4)	o	HCEs. See Section 1.21(E). See Election 30(e) as to exclusion of some or all HCEs from Safe Harbor Contributions.	o	OR	o	o	o
(5)	o	Hourly paid Employees.	o	OR	o	o	o
(6)	o	Part-Time/Temporary/Seasonal Employees. See Section 1.21(D)(4). A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than         (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.	o	OR	o	o	o

[Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.21(D)(4).]

(7)	x	Describe exclusion category and/or Contribution Type:  (1) Salaried Employees and Directors, (2) Employees with contractual exclusions from participation under the Plan.
		(e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service.]

3

9.COMPENSATION (1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) as applicable):

[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W-2 Wages for such other Plan definitions if the Employer has elected W-2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation.]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	x	W-2 Wages (plus Elective Deferrals). See Section 1.11(B)(1).	x	OR	o	o	o
(b)	o	Code §3401 Federal Income Tax Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2).	o	OR	o	o	o
(c)	o	415 Compensation (simplified). See Section 1.11(B)(3). [Note: The Employer may elect an alternative “general 415 Compensation” definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).]	o	OR	o	o	o

(d) o Describe Compensation by Contribution Type or by Participant group:

[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W-2 Wages and for Additional Matching Contributions means 415 Compensation).]

10.PRE-ENTRY/POST-SEVERANCE COMPENSATION (1.11(H)/(I)). Compensation under Election 9 (Complete (a). Choose (b) if applicable):

[Note: The Plan does not take into account Post-Severance Compensation unless the Employer elects otherwise in Appendix B or except as otherwise specified in a Plan amendment. For this Election 10, unless described otherwise in Election 10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

				(1)		(2)
				All		Elective	(3)	(4)
				Contributions		Deferrals	Matching	Nonelective
(a)	x	Pre-Entry Compensation. Includes (Choose (1) and (2) as applicable):
	(1)	o	Plan Year. Compensation for the entire Plan Year which includes the Participant’s Entry Date.	o	OR	o	o	o
	(2)	x	Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).	x	OR	o	o	o

[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant’s Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]

(b) x Describe Pre-Entry Compensation by Contribution Type or by Participant group:  For the 2011 safe harbor nonelective contribution, compensation shall be measured from January 1, 2011.

[Note: Under Election 10(b), the Employer may: (i) elect Compensation from the elections available under Election 10(a) or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 10(a) (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]

4

11.EXCLUDED COMPENSATION (1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a) or (b)):

(a)oNo exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.

(b)xExclusions. Exclude the following (Choose one or more of (1) through (9) as applicable):

[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a non-discriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a non-discriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(b)(4) through (b)(9) may cause allocation Compensation to fail to be non-discriminatory. In a non-safe harbor 401(k) plan, Elections 11(b)(4) through (b)(9) which result in Compensation failing to be non-discriminatory may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(b)(9), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

							(1)		(2)
							All		Elective	(3)	(4)
							Contributions		Deferrals	Matching	Nonelective
(1)	o	No exclusions-limited. No exclusions as to the designated Contribution Type(s).					N/A (See Election 11(a))		o	o	o
(2)	o	Elective Deferrals. See Section 1.20.					N/A		N/A	o	o
(3)	o	Fringe benefits. As described in Treas. Reg. §1.414(s)-1(c)(3).					o	OR	o	o	o
(4)	o	Compensation exceeding $     . Apply this election to (Choose one of a. or b.):					o	OR	o	o	o
	a.	o			All Participants. [Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(b)(4)a. to limit the Safe Harbor Contribution allocation to the NHCEs.]
	b.	o		HCE Participants only.
(5)	o	Bonus.					o	OR	o	o	o
(6)	o	Commission.					o	OR	o	o	o
(7)	o	Overtime.					o	OR	o	o	o
(8)	o	Related Employers. See Section 1.23(C). (If there are Related Employers, choose one or both of a. and b. as applicable):
	a.	o				Non-Participating. Compensation paid to Employees by a Related Employer that is not a Participating Employer.	o	OR	o	o	o
	b.	o				Participating. As to the Employees of any Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.	o	OR	o	o	o
(9)	x		Describe Compensation exclusion(s):  Payments made under an incentive program, any other employer contributions to this Plan or to any other Plan of deferred comp maintained by a Related Employer, amounts realized from the exercise of a qualified stock option, amounts realized when restricted stock is no longer subject to substantial risk of forfeiture, amounts realized from the disposition of a qualified stock option, all other amounts which receive special tax benefits and cashout of excess vacation accruals are excluded for purposes of All Contributions.

[Note: Under Election 11(b)(9), the Employer may: (i) describe Compensation from the elections available under Elections 11(b)(1) through (8), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) define the Contribution Type column headings in a manner which differs from the “all-inclusive” description in the Note immediately preceding Election 11(b)(1) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

5

12.     HOURS OF SERVICE (1.31). The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable):

			(1)				(4)
			All		(2)	(3)	Allocation
			Purposes		Eligibility	Vesting	Conditions
(a)	x	Actual Method. See Section 1.31(A)(1).	x	OR	o	o	o
(b)	o	Equivalency Method:            (e.g., daily,	o	OR	o	o	o
		weekly, etc.). See Section 1.31(A)(2).
(c)	o	Elapsed Time Method. See Section 1.31(A)(3).	o	OR	o	o	o
(d)	o	Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and Equivalency Method:             (e.g., daily, weekly, etc.) for salaried Employees.	o	OR	o	o	o
(e)	o	Describe method:

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13.     ELECTIVE SERVICE CREDITING (1.56(C)). The Plan must credit Related Employer Service under Section 1.23(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b)):

(a)     x    Not applicable. No elective Predecessor Employer Service crediting applies.

(b)o     Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable):

[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]

(1)o    All purposes. Credit Service for all purposes with Predecessor Employer(s):                                         (insert as many names as needed).

(2)	o	Designated purposes. Credit Service with the following Predecessor Employer(s) for the designated purpose(s):	(1) Eligibility	(2) Vesting	(3) Contribution Allocation
	a.	Employer:	o	o	o
	b.	Employer:	o	o	o
	c.	Employer:	o	o	o

(3)     Time period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable):

a.o     All. All Service under Election(s) 13(b)        , regardless of when rendered.

b.o     Service after. All Service under Election(s) 13(b)        , which is or was rendered after:                         (specify date).

c.o     Service before. All Service under Election(s) 13(b)        , which is or was rendered before:                         (specify date).

(4)    o     Describe elective Predecessor Employer Service crediting:                                                                               .

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit service with X only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

6

ARTICLE II

ELIGIBILITY REQUIREMENTS

14.     ELIGIBILITY (2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a) or (b)):

[Note: If the Employer under a safe harbor plan elects “early” eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(f).]

(a)o     No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date.

[Note: No eligibility conditions apply to Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise. See Section 2.01(D).]

(b)x     Conditions. The following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (1) through (8) as applicable):

[Note: For this Election 14, unless described otherwise in Election 14(b)(8)), or the context otherwise requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]

			(1)		(2)			(5)
			All		Elective	(3)	(4)	Safe
			Contributions		Deferrals	Matching	Nonelective	Harbor
(1)	o	None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date.	N/A (See Election 14 (a))		o	o	o	o
(2)	x	Age 18 (not to exceed age 21).	x	OR	o	o	o	o
(3)	o	One Year of Service. See Election 16(a).	o	OR	o	o	o	o
(4)	o	Two Years of Service (without an intervening Break in Service). 100% vesting is required. [Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.]	N/A		N/A	o	o	N/A
(5)	o	month(s) (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time).	o	OR	o	o	o	o
(6)	o	month(s) with at least         Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service. The months during which the Employee completes the specified Hours of Service (Choose one of a. or b.):	o	OR	o	o	o	o
	a.	o  Consecutive. Must be consecutive.
	b.	o  Not consecutive. Need not be consecutive.

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(7) o         Hours of Service within the          time period following the Employee’s Employment Commencement Date (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service. o OR o o o o

[Note: The Employer may complete the second blank in Election 14(b)(7) with “N/A” if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]

(8)o     Describe eligibility conditions:                                                                                                                                   

[Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different Contribution Types. Any election must satisfy Code §410(a).]

15.     SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)). The eligibility conditions of Election 14 (Choose (a) or choose (b) and (c) as applicable):

(a)     x     No exceptions. Apply to all Employees.

[Note: Elections 15(b) or (c) may trigger a coverage failure under Code §410(b).]

(b)o     Waiver of eligibility conditions for certain Employees. For all Contribution Types, apply solely to an Eligible Employee employed or reemployed by the Employer after                   (specify date). If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee’s Employment Commencement Date or Re-Employment Commencement Date; or (iv) on the date the Employee attains age          (not exceeding age 21).

[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]

(c)o     Describe special eligibility Effective Date(s):

[Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2007).]

16.     YEAR OF SERVICE - ELIGIBILITY (2.02(A)). (Choose (a), (b), and (c) as applicable):

[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(b)(6), (7), and (8)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]

(a)o     Year of Service. An Employee must complete          Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if it incorporates Elections 14(b)(6) or (7), the number is 1,000 and the Employer should not supply any other number in the blank.]

(b)o     Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3)):

(1)o     Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee’s Employment Commencement Date.

(2)o     Anniversary Year. The Anniversary Year, beginning with the Employee’s second Anniversary Year.

(3)o     Split. The Plan Year as described in Election 16(b)(1) as to:                        (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to:                        (describe Contribution Type(s)).

[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions.]

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(c)o     Describe:                                                                                                                             (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

17.     ENTRY DATE (2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (f) as applicable):

[Note: For this Election 17, unless described otherwise in Election 17(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage Contributions is on the Employment Commencement Date unless the Prevailing Wage Contract provides otherwise. See Section 2.02(D).]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	o	Semi-annual. The first day of the first month and of the seventh month of the Plan Year.	o	OR	o	o	o
(b)	x	First day of Plan Year	o	OR	o	o	x
(c)	o	First day of each Plan Year quarter	o	OR	o	o	o
(d)	o	The first day of each month	o	OR	o	o	o
(e)	x	Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.	o	OR	x	o	o
(f)	x	Describe Entry Date(s):  For purposes of safe harbor nonelective contributions, immediate entry will apply upon Employment Commencement Date or if later, upon satisfaction of elgibility conditions. In the first year of the safe harbor 401(k) arrangement, an employee will enter the safe harbor portion of the Plan on the later of May 1, 2011 or the Employment Commencement Date provided he or she is age 18 or older.

[Note: Under Election 17(f), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR the earlier of the Plan’s semi-annual Entry Dates or the entry dates under the Employer’s medical plan).]

18.     PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f) as applicable):

[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]

			(1)		(2)
			All		Elective	(3)	(4)
			Contributions		Deferrals	Matching	Nonelective
(a)	x	Immediately following or coincident with the date the Employee completes the eligibility conditions.	x	OR	o	o	o
(b)	o	Immediately following the date the Employee completes the eligibility conditions.	o	OR	o	o	o
(c)	o	Immediately preceding or coincident with the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(d)	o	Immediately preceding the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(e)	o	Nearest the date the Employee completes the eligibility conditions.	N/A		N/A	o	o
(f)	o	Describe retroactive/prospective entry relative to Entry Date:

[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees).]

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19.     BREAK IN SERVICE — PARTICIPATION (2.03). The one year hold-out rule described in Section 2.03(C) (Choose one of (a), (b), or (c)):

(a)     x     Does not apply.

(b)     o     Applies. Applies to the Plan and to all Participants.

(c)     o     Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D).]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.     ELECTIVE DEFERRAL LIMITATIONS (3.02(A)). The following limitations apply to Elective Deferrals under Elections 6(a) and 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable):

(a)     x     None. No additional Plan imposed limits.

[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch-Up Eligible Participants and the Employer’s elections must be nondiscriminatory. The elected limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.54(C) as to administrative limitations on Elective Deferrals.]

(b)o     Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen):

(1)o     Maximum deferral amount. A Participant’s Elective Deferrals may not exceed:                            (specify dollar amount or percentage of Compensation).

(2)o     Minimum deferral amount. A Participant’s Elective Deferrals may not be less than:                            (specify dollar amount or percentage of Compensation).

(3)Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 — 11. If the Employer elects Plan Year/Participation Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one of (1) or (2). Choose (3) if applicable):

			(1)
			Plan Year/Participating	(2)	(3)
			Compensation	Payroll period	HCEs only
a.	o	Both. Both limits under Elections 20(b)(1) and (2).	o	o	o
b.	o	Maximum limit. The maximum  amount limit under Election 20(b)(1).	o	o	o
c.	o	Minimum limit. The minimum amount limit under Election 20(b)(2).	o	o	o

(c)o     Describe Elective Deferral limitation(s):

[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals.]

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21.     AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):

(a)x     Do not apply.

(b)o     Apply. The Automatic Deferral Effective Date is:                          (specify date). (Complete (1), (2), and (3). Choose (4) as applicable):

(1)Automatic Deferral Amount. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Amount,            % from the Participant’s Compensation each payroll period unless the Participant makes a Contrary Election.

(2)Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d.):

a.o     All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

b.o     Election of at least Automatic Deferral Amount. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Amount.

c.o     No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.

d.o     New Participants. Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

(3)Scheduled increases. The Automatic Deferral Amount will or will not increase (as a percentage of Compensation) in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of a., b., or c.):

a.o     No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.

b.o     Scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
1	3	%
2	3	%
3	4	%
4	5	%
5 and thereafter	6	%

c.o     Other scheduled increase. The Automatic Deferral Amount will increase as follows:

Plan Year of application to a Participant	Automatic Deferral Amount
		%
		%
		%
		%
		%

(4)o     Describe Automatic Deferral:

[Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2008).]

22.     CODA (3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b)):

(a)x     Do not apply.

(b)o     Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2)):

(1)     o     All or any portion.

(2)     o            %

23.     CATCH-UP DEFERRALS (3.02(D)). A Catch-Up Eligible Participant (Choose one of (a) or (b)):

(a)x     Permitted. May make Catch-Up Deferrals to the Plan.

(b)o     Not Permitted. May not make Catch-Up Deferrals to the Plan.

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24.     MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05) (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are “the matching formula”) and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6)):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

							(2)			(5)	(6)
			(1) Match Rate/Amt [$/% of Elective Deferrals]				Limit on Deferrals Matched [$/% of Compensation]	(3) Limit on Match Amount [$/% of Compensation]	(4) Apply limit(s) per Plan Year [“true-up”]	Apply limit(s) per payroll period [no “true-up”]	Apply limit(s) per designated time period [no “true-up”]
(a)	o	Discretionary — see Section 1.34(B) (The Employer may, but is not required to complete (a)(1)-(6). See the “Note” following Election 24.)							o	o	o
(b)	o	Fixed — uniform rate/amount							o	o	o
(c)	o	Fixed — tiered	Elective Deferral %		Matching Rate				o	o	o
				%		%
				%		%
				%		%
				%		%
(d)	o	Fixed — Years of Service	Years of Service		Matching Rate				o	o	o
						%
						%
						%
						%
	(1)	“Years of Service” under this Election 24(d) means (Choose one of a. or b.):
		a.    o    Eligibility. Years of Service for eligibility in Election 16.
		b.    o    Vesting. Years of Service for vesting in Elections 42 and 43.
(e)	o	Fixed — multiple formulas	Formula 1:						o	o	o
			Formula 2:						o	o	o
			Formula 3:						o	o	o
(f)	o	Related and Participating Employers. If any Related and Participating Employers contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2)):
	(1)	Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):
		a.    o    All the same. Is (are) the same as for the Signatory Employer under this Election 24.
		b.    o    At least one different. Is (are) as follows:           .
	(2)	Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):
		a.    o    Employer by Employer. Only to the Participants directly employed by the contributing Employer.
		b.    o    Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: The Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers. See Section 1.23(D).]

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(g)o     Describe:                                                         (e.g., A Discretionary Matching Contribution applies to Division A Participants. A Fixed Matching Contribution equal to 50% of Elective Deferrals not exceeding 6% of Plan Year Compensation applies to Division B Participants.)

[Note: See Section 1.34(A) as to Fixed Matching Contributions. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

25.     QMAC (PLAN-DESIGNATED) (3.03(C)(1)). The following provisions apply regarding Plan-Designated QMACs (Choose one of (a) or (b)):

[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)o     Not applicable. There are no Plan-Designated QMACs.

(b)o     Applies. There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2)):

(1)Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs (Choose one of a. or b.):

a.o     All. All Matching Contributions.

b.o     Designated. Only the following Matching Contributions under Election 24:                          .

(2)Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose one of a. or b.):

a.o     NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.

b.o     All Participants. To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]

26.     MATCHING CATCH-UP DEFERRALS (3.03(D)). If a Participant makes a Catch-Up Deferral, the Employer (Choose one of (a) or (b)):

(a)o      Match. Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):

(1)o     All. All Matching Contributions.

(2)o     Designated. The following Matching Contributions in Election 24:                           .

(b)o     No Match. Will not match any Catch-Up Deferrals.

[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match or Enhanced Match to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), Election 26 does not apply and the Plan also will apply any Additional Match to Catch-Up Deferrals.]

27.     NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS (3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable):

(a)x     Discretionary. An amount the Employer in its sole discretion may determine.

(b)o     Fixed. (Choose one or more of (1), (2), and (3) as applicable):

(1)o     Uniform %.            % of each Participant’s Compensation, per                          (e.g., Plan Year, month).

(2)o     Fixed dollar amount. $           , per                          (e.g., Plan Year, month, HOS, per Participant per month).

(3)o     Describe:                                                        (specify time period, e.g., per Plan Year quarter. If not specified, the time period is the Plan Year).

[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year

13

Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]

(c)o     Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer’s Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2)):

(1)o     No offset. Not reduce the Participant’s Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(2)o     Offset. Reduce the Participant’s Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(d)x     Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2)):

(1)x    All the same. Is (are) the same as for the Signatory Employer under this Election 27.

(2)o     At least one different. Is (are) as follows:                                     .

[Note: The Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers. See Section 1.23(D). The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers.]

(e)o     Describe:

[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]

28.     NONELECTIVE CONTRIBUTION ALLOCATION (3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable):

(a)x     Pro rata. As a uniform percentage of Participant Compensation.

(b)o     Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of “Excess Compensation” apply (Complete (1) and (2)):

(1)Formula (Choose one of a. or b.):

a.o     Two-tiered.

b.o     Four-tiered.

(2)Excess Compensation. For purposes of Section 3.04(B)(2), “Excess Compensation” means Compensation in excess of (Choose one of a. or b.):

a.o     Percentage amount.            % (not exceeding 100%) of the taxable wage base in effect on the first day of the Plan Year, rounded to the next highest $            (not exceeding the taxable wage base).

b.o     Dollar amount. The following amount: $            (not exceeding the taxable wage base in effect on the first day of the Plan Year).

(c)o     Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.

(d)o     Classifications of Participants. In accordance with the classifications allocation provisions of Section 3.04(B)(3). The classifications are (Choose one of (1), (2), or (3)):

[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using “cross-testing” under Treas. Reg. §1.401(a)(4)-8. However, choosing this election does not necessarily require application of cross-testing and the Plan may be able to satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.]

(1)o     Each in own classification. Each Participant constitutes a separate classification.

(2)o     NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.

(3)o     Describe the classifications:

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[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute a reasonable classification within the meaning of Treas. Reg. §1.410(b)-4(b). The number of allocation rates is subject to the limitations in Section 3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg. §1.401(a)(4)-12 apply. In the case of a self-employed Participant, the requirements of Treas. Reg. §1.401(k)-1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self-employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1) or applicable to each classification under Elections 28(d)(2) or (3) for the allocation Plan Year. Under Election 28(d)(1), the Employer may decide from year to year the classification (allocation rate) applicable to each Participant, without the need to amend the Plan to change the classification.]

(e)o     Age-based. In accordance with the age-based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete both (1) and (2)):

(1)     Interest rate. (Choose one of a., b., or c.):

a.      o     7.5%               b.      o     8.0%               c.       o     8.5%

(2)     Mortality table. (Choose one of a. or b.):

a.o     UP-1984. See Appendix D.

b.o     Alternative:                                              (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)

(f)o      Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable):

(1)o     Years of Service.                          point(s) for each Year of Service. The maximum number of Years of Service counted for points is                         .

“Year of Service” under this Election 28(f) means (Choose one of a. or b.):

a.o     Eligibility. Years of Service for eligibility in Election 16.

b.o     Vesting. Years of Service for vesting in Elections 42 and 43.

[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)-2(b)(3).]

(2)o     Age.                          point(s) for each year of age attained during the Plan Year.

(3)o     Compensation.                          point(s) for each $             (not to exceed $200) increment of Plan Year Compensation.

(g)x     Related and Participating Employers. If any Related and Participating Employers contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2)):

(1)Allocation Method. (Choose one of a. or b.):

a.x     All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.

b.o     At least one different. Under the following allocation method(s):                             .

(2)Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a.o     Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.x     Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[Note: The Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.23(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(b)(8)b., to disregard the Compensation paid by “Y” Participating Employer in determining the allocation of the “X” Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(b)(8)b. Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]

(h)o     Describe:                                                
(e.g., Pro rata as to Division A Participants and Permitted Disparity (two-tiered at 100% of the SSTWB) as to Division B Participants.)

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29.	QNEC (PLAN-DESIGNATED) (3.04(C)(1)). The following provisions apply regarding Plan-Designated QNECs (Choose one
of (a) or (b)):
[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]
(a)	x	Not applicable. There are no Plan-Designated QNECs.
(b)	o	Applies. There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3)):
	(1)	Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated QNECs (Choose one of a. or b.):
		a.	o	All. All Nonelective Contributions.
		b.	o	Designated. Only the following Nonelective Contributions under Election 27:                                   .
	(2)	Allocation Group. Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose one of a. or b.):
		a.	o	NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).
		b.	o	All Participants. To all Participants under the method elected in Election 29(b)(3).
	(3)	Allocation Method. The Plan Administrator will allocate a Plan-Designated QNEC using the following method (Choose one of a., b., c., or d.):
		a.	o	Pro rata.
		b.	o	Flat dollar.
		c.	o	Reverse. See Section 3.04(C)(3).
		d.	o	Describe:
[Note: Any allocation method the Employer elects under Election 29(b)(3)d. must be definitely determinable. See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]
30.    SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose one of (a), (b), (c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and (i) as applicable):
(a)	x	Safe Harbor Nonelective Contribution. The Safe Harbor Nonelective Contribution equals 3% of a Participant’s Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(11).]
(b)	o	Safe Harbor Nonelective Contribution/delayed year-by-year election (maybe and supplemental notices). In connection with the Employer’s provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to            % (specify amount at least equal to 3%) of a Participant’s Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending:                                            (specify Plan Year end), which is the Plan Year to which the Employer’s maybe and supplemental notices apply.
[Note: If the Employer makes a delayed election into safe harbor status under Section 3.05(I)(1), the Employer must amend the Plan to provide for a Safe Harbor Nonelective Contribution equal to at least 3% of each Participant’s Compensation. The Employer may make this amendment by substitute Adoption Agreement page (electing Election 30(b)) or by another form of amendment under Section 11.02(B). An Employer using the maybe notice should not elect a Safe Harbor Nonelective Contribution under Election 30(a) unless the Employer intends to continue safe harbor status under this election in the subsequent Plan Year. By making its amendment into safe harbor status under Election 30(b), the Employer avoids the need to further amend the Plan if the Employer is not certain that it will apply the safe harbor in the subsequent Plan Year. By contrast, an Employer which gave the maybe notice and has decided to make the Safe Harbor Nonelective Contribution for that year and for future years should use Election 30(a). The Employer only elects 30(a) and should not elect 30(b) if prior to the Plan Year the Employer unequivocally decides to elect safe harbor status for the Plan Year and provides a safe harbor notice consistent with this election rather than giving the maybe notice. If the Employer gives the maybe notice and the Employer will or may make Matching Contributions, the Employer should elect Additional Matching under Election 30(h) (and should not elect Matching Contributions under Election 24) if it wishes to avoid ACP testing.]

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(c)	o	Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant’s Elective Deferrals not exceeding 3% of the Participant’s Compensation, plus 50% of each Participant’s Elective Deferrals in excess of 3% but not in excess of 5% of the Participant’s Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):
	(1)	Time period. For purposes of this Election 30(c), “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                                      . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as “each payroll period,” “each calendar month,” “each Plan Year quarter” or “the Plan Year.”]
(d)	o	Enhanced Matching Contribution. See Sections 1.34(F) and 3.05(E)(5). (Choose one of (1) or (2) and complete (3) for any election):
	(1)	o	Uniform percentage. A Matching Contribution equal to         % of each Participant’s Elective Deferrals but not as to Elective Deferrals exceeding        % of the Participant’s Compensation.
	(2)	o	Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant’s Elective Deferral percentage. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage		Matching Rate
	%		%
	%		%
	%		%

	(3)	Time period. For purposes of this Election 30(d), “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                          . [Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as “each payroll period,” “each calendar month,” “each Plan Year quarter” or “the Plan Year.”]
[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii). If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]
(e)	Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3)):
	(1)	x	Applies to all Participants. Applies to all Participants except as may be limited under Election 30(f).
	(2)	o	NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(f). No HCE will receive a Safe Harbor Contribution allocation.
	(3)	o	NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(f):                                                                             .
[Note: Any HCE allocation group the Employer describes under Election 30(e)(3) must be definitely determinable. (e.g., Division “A” HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]

(f)	o	Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(f) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(f) limits the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants: (i) who have attained age 21; (ii) who have completed one Year of Service; and (iii) who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees. Those Participants in the Plan Year whom the Plan Administrator treats as Otherwise Excludable Employees will not receive any Safe Harbor Contribution allocation and the Plan Administrator will apply the ADP (and, as applicable the ACP) test(s) to the disaggregated plan benefiting the Otherwise Excludable Employees. If the Employer in Election 10(a)(2) has elected “Participating Compensation” for allocating Elective Deferrals, Nonelective Contributions or Matching Contributions (as relevant to the allocation under this Election 30 based on the Contribution Type), the Plan Administrator, in allocating the Safe Harbor Contribution for the Plan Year in which the Participant crosses over to the Includible Employees group, will count Compensation and Elective Deferrals only on and following the Cross-Over Date. See Section 3.05(D).
(g)	o	Another plan. The Employer will make the Safe Harbor Contribution to the following plan:                                            .

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(h)	Additional Matching Contributions. See Sections 1.34(G) and 3.05(F). (Choose one of (1) or (2)):
	(1)	x	No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.
	(2)	o	Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a. and b. as applicable):
		a.	o	Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election):
			(i)	o	Uniform percentage. A Matching Contribution equal to           % of each Participant’s Elective Deferrals but not as to Elective Deferrals exceeding             % of the Participant’s Compensation.
			(ii)	o	Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant’s Elective Deferral percentage. A Participant’s Elective Deferral percentage is equal to the Participant’s Elective Deferrals divided by his/her Compensation.

Elective Deferral Percentage		Matching Rate
	%		%
	%		%
	%		%

				(iii)	Time period. For purposes of this Election 30(h)(2)a., “Compensation” and “Elective Deferrals” mean Compensation and Elective Deferrals for:                                      . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., “each payroll period,” “each calendar month,” “each Plan Year quarter” OR “the Plan Year.” If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line.]
		b.		o	Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding             % of the Participant’s Compensation (complete the blank if applicable or leave blank).
[Note: If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch-Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant’s Plan Year Compensation.]
(i)	o		Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)-1(b)(4) as follows:                                                                                                                                        (Specify contributions for disaggregated plans, e.g., as to Collectively Bargained Employees a 3% Nonelective Safe Harbor Contribution applies and as to non-Collectively Bargained Employees, the Basic Matching Contribution applies).
31.    ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) commencing as of the Final 401(k) Regulations Effective Date, Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions, except as may be required by the Prevailing Wage Contract. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable):
(a)	o		No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.
(b)	x		Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7) as applicable):
[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

18

			(1) Matching, Nonelective and Forfeitures		(2)  Matching	(3) Nonelective	(4) Forfeitures
(1)	o	None.	N/A		o	o	o
			(See Election
			31(a))
(2)	o	501 HOS/terminees (91 consecutive days if	o	OR	o	o	o
		Elapsed Time). See Section 3.06(B)(1)(b).
(3)	o	Last day of the Plan Year.	o	OR	o	o	o
(4)	x	Last day of the Election 31(c) time period.	o	OR	o	x	x
(5)	o	1,000 HOS in the Plan Year (182 consecutive	o	OR	o	o	o
		days in Plan Year if Elapsed Time).
(6)	x	750 (specify) HOS within the Election	o	OR	o	x	x
		31(c) time period, (but not exceeding 1,000 HOS
		in a Plan Year).
(7)	o	Describe conditions:
		(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer “A” Participants. No allocation conditions for Participating Employer “B” Participants).
(c)   x	Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6) or (b)(7) to the specified contributions/forfeitures based on each (Choose one of (1) through (5)):
(1)	x	Plan Year	o	OR	o	x	x
(2)	o	Plan Year quarter	o	OR	o	o	o
(3)	o	Calendar month	o	OR	o	o	o
(4)	o	Payroll period	o	OR	o	o	o
(5)	o	Describe time period:
[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

32.    ALLOCATION CONDITIONS — APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c)):
[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]
(a)	x	Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age (Choose one of (1) or (2)):
	(1)	x	Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.
	(2)	o	Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

19

					(1)
					Matching,
					Nonelective		(2)	(3)	(4)
					and Forfeitures		Matching	Nonelective	Forfeitures
(b)	o	Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance is on account of or following death, Disability or attainment of Normal Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose (1), (2), and (3) as applicable):
	(1)	o	Death		o	OR	o	o	o
	(2)	o	Disability		o	OR	o	o	o
	(3)	o	Normal Retirement Age		o	OR	o	o	o
(c)	Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2)):
	(1)	o	Applies. Applies as follows (Choose one of a., b., or c.):
		a.	o	Both. Applies both to Nonelective Contributions and to Matching Contributions.
		b.	o	Nonelective. Applies only to Nonelective Contributions.
		c.	o	Match. Applies only to Matching Contributions.
	(2)	x	Does not apply.
33.    FORFEITURE ALLOCATION METHOD (3.07). The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (a) through (g) as applicable. Choose (e) only in conjunction with at least one other election):
[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.]						(1)		(2)	(3)
						All		Nonelective	Matching
						Forfeitures		Forfeitures	Forfeitures
(a)	x	Additional Nonelective. Allocate as additional Discretionary Nonelective Contribution.				x	OR	o	o
(b)	o	Additional Match. Allocate as additional Discretionary Matching Contribution.				o	OR	o	o
(c)	o	Reduce Nonelective. Apply to Nonelective Contribution.				o	OR	o	o
(d)	o	Reduce Match. Apply to Matching Contribution.				o	OR	o	o
(e)	o	Plan expenses. Pay reasonable Plan expenses first (See Section 7.04(C)), then allocate in the manner described above.				o	OR	o	o
(f)	o	Safe harbor/top-heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).
(g)	o	Describe:
		(e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)
34.    FORFEITURE ALLOCATION TIMING (3.07(B)). See Sections 3.07, 5.07 and 7.07 as to when a forfeiture occurs. Once a forfeiture occurs, this Election 34 determines the timing of the forfeiture allocation. The Plan Administrator will allocate a Participant’s forfeiture (Choose one or both of (a) and (b) as applicable):
						(1)		(2)	(3)
						All		Nonelective	Matching
						Forfeitures		Forfeitures	Forfeitures
(a)	x	Same Plan Year. In the same Plan Year in which the designated forfeiture occurs.				x	OR	o	o
(b)	o	Next Plan Year. In the Plan Year following the Plan Year in which the designated forfeiture occurs.				o	OR	o	o

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[Note: The elected forfeiture allocation timing applies irrespective of when the Employer makes its contribution(s), if any, for a Plan Year. Even if the Employer elects immediate vesting, the Employer should complete Election 34. See Sections 3.07 and 7.07.]
35.    EMPLOYEE (AFTER-TAX) CONTRIBUTIONS (3.09). The following additional elections apply to Employee Contributions under Election 6(f). (Complete (a) and (b)):
(a)	Limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan (Choose one of (1) or (2)):
	(1)	o	None. No additional limitations.
	(2)	o	Additional limitations. The following additional limitations:                                                                                  .
	[Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable.]
(b)	Matching Contributions. (Choose one of (1) or (2)):
	(1)	o	None. The Employer will not make any Matching Contributions based on Employee Contributions.
	(2)	o	Applies. For each Plan Year, the Employer’s Matching Contribution made as to Employee Contributions is:                                                                                           .
36.    DESIGNATED IRA CONTRIBUTIONS (3.12). Under Election 6(h), a Participant may make Designated IRA Contributions effective for Plan Years beginning after                       (date specified must be no earlier than December 31, 2002). (Complete (a) and (b)):
(a)	Type of IRA contribution. A Participant’s Designated IRA Contributions will be (Choose one of (1), (2), or (3)):
	(1)	o	Traditional.
	(2)	o	Roth.
	(3)	o	Traditional/Roth. As the Participant elects at the time of contribution.
(b)	Type of Account. A Participant’s Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3)):
	(1)	o	IRA.
	(2)	o	Individual Retirement Annuity.
	(3)	o	IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

ARTICLE IV

LIMITATIONS AND TESTING

[Note: The Employer, in the “Effective as of execution” column under Election 37, must elect those testing elections which are: (i) in effect as of date of the Employer’s execution of this Adoption Agreement; and (ii) if the Adoption Agreement restates the Plan, also are retroactive to the later of the Plan’s original Effective Date or EGTRRA restated Effective Date, except as indicated in Appendix A. If the Employer wishes to change any testing election after it executes this Adoption Agreement, the Employer must elect the changes in the “Changes post-execution” column under Election 37, and the Employer must specify the Plan Year Effective Date(s) of any changed election. The Employer may complete the Effective Date blanks specifying the changed election applies to a single Plan Year (e.g., “2011 only”), or a range of Plan Years (e.g., “2011-2015”) or may specify the change as becoming effective in a specified Plan Year (e.g., “commencing 2010”). If the Employer specifies a single Plan Year only or specifies a range of Plan Years, the Plan becomes subject to the election in the “Effective as of execution” column in the Plan Years commencing after the specified Year(s), unless the Employer subsequently changes the election. If the Employer specifies the change as commencing in a Plan Year, the election applies in the specified Plan Year and in all following Plan Years unless the Employer subsequently changes the election.]

37.    ANNUAL TESTING ELECTIONS (4.06(B)). The Employer makes the following Plan specific annual testing elections under Section 4.06(B). (Complete (a) and (b)):
				(1)	(2)
				Effective as of execution	Changes post-execution
				(and retroactively	(specify Plan Year
				if restatement)	Effective Date(s))
(a)	Nondiscrimination testing. (Choose one or more of (1), (2), or (3)):
	(1)	o	Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply (Choose a. and b. as applicable):
[Note: The Plan may “split test” for Plan Years commencing in 2005.]

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		a.	o	Current Year Testing. See Section 4.11(E). Current Year Testing applies to the ADP/ACP tests as elected below (Choose one or both of (i) and (ii)):
			(i)	o	ADP test.	o	oEffective Date(s):
			(ii)	o	ACP test.	o	oEffective Date(s):
[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.]
		b.	o	Prior Year Testing. See Section 4.11(I). Prior Year Testing applies to the ADP/ACP tests as elected below. See Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv) as to the first Plan Year. (Choose one or both of (i) and (ii)):
			(i)	o	ADP test.	o	oEffective Date(s):
			(ii)	o	ACP test.	o	oEffective Date(s):
[Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.]
	(2)	x	Safe Harbor Plan/No testing or ACP test only.
			(Choose one of a., b., or c.):
		a.	x	No testing.		x	oEffective Date(s):
				ADP test safe harbor applies and if applicable,
				ACP test safe harbor applies.
		b.	o	ACP test only.
				ADP test safe harbor applies, but Plan will perform
				ACP test as follows (Choose one of (i) or (ii)):
			(i)	o	Current Year Testing.	o	oEffective Date(s):
			(ii)	o	Prior Year Testing.	o	oEffective Date(s):
[Note: The Employer may elect Prior Year Testing under Election 37(a)(2)b.(ii) only for Plan Years after the Final 401(k) Regulations Effective Date.]
		c.	o	Possible delayed election.		o	oEffective Date(s):
				(maybe notice/supplemental notice)
			The Employer under Section 3.05(I)(1) may treat the Plan as a Traditional 401(k) Plan or may make a delayed election to treat the Plan as a Safe Harbor 401(k) Plan. If the Employer gives the maybe and supplemental notices and amends the Plan to provide for the Safe Harbor Nonelective Contribution, the Plan is an ADP test safe harbor plan for the Plan Year to which the maybe and supplemental notices and the amendment apply. If the Employer does not give the supplemental notice, the Plan is a Traditional 401(k) Plan, subject to ADP Current Year Testing and, if applicable, to ACP Current Year Testing. If the Employer gives the supplemental notice and amends the Plan to provide for the Safe Harbor Nonelective Contribution, and the Employer has elected Additional Matching Contributions under Election 30(h) (Choose one of (i) or (ii)):
			(i)	o	No testing. ADP and ACP test safe harbors apply. The Employer’s elections under 30(h) as to Additional Matching Contributions satisfy the ACP safe harbor requirements and the Employer elects to apply the Election 30(h) stated ACP test safe harbor conditions (see the Note following Election 30(h)) as to all Additional Matching Contributions.
			(ii)	o	ACP test only. ADP safe harbor applies, but the Plan will perform the ACP test as to all Additional Matching Contributions using Current Year Testing.
			[Note: Even if the Employer does not elect 37(a)(2)c., the Employer still may make a delayed election into safe harbor status under Section 3.05(I)(1) using the maybe and supplemental notices and by amending the plan to provide for the Safe Harbor Nonelective Contribution. However, in this case, the Employer also must amend the Plan to make its testing elections under this Election 37 consistent with its delayed election into safe harbor status. The Employer then may elect any election under 37(a)(2), including 37(a)(2)c. An Employer’s election of 37(a)(2)c. permits the Plan to remain in perpetual possible delayed safe harbor election status, while minimizing the number of Plan amendments required to do so.]

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	(3)	o	SIMPLE 401(k) Plan/No testing.		o	oEffective Date(s):
(b)	HCE determination. (Complete both (1) and (2)):
	(1)	Top-paid group election. (Choose one of a. or b.):
		a.	x	Does not apply.	x	oEffective Date(s):
		b.	o	Applies.	o	oEffective Date(s):
	(2)	Calendar year data election (fiscal year Plan only).
		(Choose one of a. or b.):
		a.	x	Does not apply.	x	oEffective Date(s):
		b.	o	Applies.	o	oEffective Date(s):

ARTICLE V

VESTING REQUIREMENTS

38.    NORMAL RETIREMENT AGE (5.01). A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b)):
(a)	x	Specific age. The date the Participant attains age 65. [Note: The age may not exceed age 65.]
(b)	o	Age/participation. The later of the date the Participant attains age         or the         anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]
39.	EARLY RETIREMENT AGE (5.01). (Choose one of (a) or (b)):
(a)	x	Not applicable. The Plan does not provide for an Early Retirement Age.
(b)	o	Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age         ; (ii) the date a Participant reaches his/her            anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes         Years of Service.
[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]
“Years of Service” under this Election 39 means (Choose one of (1) or (2) as applicable):
	(1)	o	Eligibility. Years of Service for eligibility in Election 16.
	(2)	o	Vesting. Years of Service for vesting in Elections 42 and 43.
[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]
40.    ACCELERATION ON DEATH OR DISABILITY (5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c)):
(a)	x	Applies. Apply 100% vesting.
(b)	o	Not applicable. Do not apply 100% vesting. The Participant’s vesting is in accordance with the applicable Plan vesting
		schedule.
(c)	o	Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of
		(Choose one of (1) or (2)):
	(1)	o	Death.
	(2)	o	Disability.

23

41.    VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions; (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status) and to Nonelective Contributions (other than Prevailing Wage Contributions) (Choose (a) or choose one or both of (b) and (d) as applicable. Choose (c) if elect a non-top-heavy schedule under (b) or (d)):

(a)

o

Immediate vesting. 100% Vested at all times in all Accounts.

[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 41(a). If the Employer elects immediate vesting under 41(a), the Employer should not complete the balance of Election 41 or Elections 42 and 43 (except as noted therein). The Employer must elect 41(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 41(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 41(b) if any Contribution Type is subject to a vesting schedule.]

(b)

x

Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (7) as applicable):

(4)

(1)

(3)

Additional

All

(2)

Regular

Matching (See

Contributions

Nonelective

Matching

Section 3.05(F))

(1)

o

Immediate vesting

N/A

o

o

o

(See Election 41(a))

(2)

o

Top-heavy: 6-year graded

o

OR

o

o

o

(3)

o

Top-heavy: 3-year cliff

o

OR

o

o

o

(4)

x

Modified top-heavy:

o

OR

x

o

o

Years of Service

Vested %

Less than 1

a.

0%

1

b.

15%

2

c.

30%

3

d.

45%

4

e.

60%

5

f.

80%

6 or more

100%

(5)

o

Non-top-heavy: 7-year graded

N/A

o

N/A

N/A

(6)

o

Non-top-heavy: 5-year cliff

N/A

o

N/A

N/A

(7)

o

Modified non-top-heavy:

N/A

o

N/A

N/A

Years of Service

Vested %

Less than 1

a.

1

b.

2

c.

3

d.

4

e.

5

f.

6

g.

7 or more

100%

[Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting or must elect a top-heavy or modified top-heavy vesting schedule. The modified top-heavy schedule of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule must apply to Regular Matching Contributions and to Additional Matching Contributions. See Section 5.03(A)(1). The Employer as to Nonelective Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition to electing a top-heavy schedule. The Employer must complete Election 41(c) if it elects any non-top-heavy schedule. If the Employer does not elect a non-top-heavy schedule, the elected top-heavy schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the modified non-top-heavy schedule must satisfy Code §411(a)(2). If the Employer elects Additional Matching under Election 30(h), the Employer should elect vesting under the Additional Matching column in this Election 41(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan’s Effective Date is after December 31, 2006, do not complete Elections 41(b)(5), (b)(6), or (b)(7).]

(c)

o

Nonelective Contributions: application of top-heavy schedule (Choose one of (1) or (2)):

(1)

o

Apply in all Plan Years once top-heavy. Apply the top-heavy vesting schedule under Election 41(b) for the first Plan Year in which the Plan is top-heavy and then in all subsequent Plan Years.

24

	(2)	o	Apply only in top-heavy Plan Years. Apply the non-top-heavy schedule under Election 41(b) in all Plan Years in which the Plan is not a top-heavy plan.
(d)	o	Special vesting provisions:			.
[Note: The Employer under Election 41(d) may describe special vesting provisions from the elections available under Election 41 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before “x” date. 6-year graded vesting applies to Division B Employees OR to Employees hired after “x” date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]
42.	YEAR OF SERVICE - VESTING (5.05). (Complete both (a) and (b)):
[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 42. If the Employer elects immediate vesting, the Employer should not complete Election 42 or Election 43 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]
(a)	Year of Service. An Employee must complete at least 750 Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]
(b)	Vesting Computation Period. The Plan measures a Year of Service based on the following 12-consecutive month period (Choose one of (1) or (2)):
	(1)	x	Plan Year.
	(2)	o	Anniversary Year.
43.	EXCLUDED YEARS OF SERVICE - VESTING (5.05(C)). The Plan excludes the following Years of Service for purposes of vesting (Choose (a) or choose one or more of (b) through (e) as applicable):
(a)	x	None. None other than as specified in Section 5.05(C)(1).
(b)	o	Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.
(c)	o	Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.
(d)	o	Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).
(e)	o	Additional exclusions. The following Years of Service:				.
[Note: The Employer under Election 43(e) may describe vesting service exclusions provisions available under Election 43 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before “x” date. The age 18 exclusion applies to Division B Employees OR to Employees hired after “x” date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 43(e) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]
ARTICLE VI
DISTRIBUTION OF ACCOUNT BALANCE
44.   MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)). The Plan provides or does not provide for Mandatory Distribution of a Participant’s Vested Account Balance following Severance from Employment, as follows (Choose one of (a) or (b)):
(a)	o	No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.
(b)	x	Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 44(b)(1)b. and 44(b)(2)b.):
	(1)	Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):
		a.	o	$5,000.
		b.	x	$1,000.
		c.	o	Specify amount: $          (may not exceed $5,000).
	(2)	Application of Rollovers to amount limit. In determining whether a Participant’s Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 44(b)(1), the Plan (Choose one of a. or b.):
		a.	x	Disregards Rollover Contribution Account.
		b.	o	Includes Rollover Contribution Account.

25

(3)oAmount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):

a.oOnly if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.

b.oSpecify lesser amount. Only if the amount of the Mandatory Distribution is at least: $          (specify $1,000 or less).

45.SEVERANCE DISTRIBUTION TIMING (6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant’s Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (k) as applicable):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 45 no longer apply. See Section 6.01(B) and Election 49.]

				(1)	(2)
				Mandatory	Distribution
				Distribution	Requiring Consent
(a)	x	Immediate. Immediately following Severance from Employment.		x	x
(b)	o	Next Valuation Date. After the next Valuation Date following Severance from Employment.		o	o
(c)	o	Plan Year. In the             Plan Year following Severance from Employment (e.g., next or fifth).		o	o
(d)	o	Plan Year quarter. In the             Plan Year quarter following Severance from Employment (e.g., next or fifth).		o	o
(e)	o	Contribution Type Accounts.                                    as to the Participant’s                                    Account(s) and                                    as to the Participant’s                                    Account(s) (e.g., As soon as is practical following Severance from Employment as to the Participant’s Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant’s Nonelective and Matching Accounts).		o	o
(f)	o	Vesting controlled timing. If the Participant’s total Vested Account Balance exceeds $           , distribute                          (specify timing) and if the Participant’s total Vested Account Balance does not exceed $           , distribute                          (specify timing).		o	o
(g)	o	Distribute at Normal Retirement Age. As to a Mandatory Distribution, distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65. [Note: An election under column (2) only will have effect if the Plan’s NRA is less than age 62.]		o	o
(h)	o	Acceleration. Notwithstanding any later specified distribution date in Election 45, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable):		o	o
	(1)	o	Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.
	(2)	o	Hardship. If the Participant incurs a hardship under Section 6.07 following Severance from Employment.
(i)	o	Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.		N/A	o
(j)	o	No buy-back/vesting controlled timing. Distribute as soon as is practical following Severance from Employment if the Participant is fully Vested.		o	o

26

		Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.
(k)	o	Describe Severance from Employment distribution timing:

[Note: The Employer under Election 45(k) may describe Severance from Employment distribution timing provisions from the elections available under Election 45 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance of Employment applies to Division A Employees OR to Employees hired on/before “x” date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after “x” date.); (ii) Contribution Type (e.g., As to Division A Employees, immediate distribution after Severance of Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 45(k) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]

46.IN-SERVICE DISTRIBUTIONS/EVENTS (6.01(C)). A Participant may elect an In-Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b)):

[Note: If the Employer elects any In-Service Distribution option, a Participant may elect to receive as many In-Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator’s In-Service Distribution form or policy may permit. If the form or policy is silent, the number of In-Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions unless the Prevailing Wage Contract provides otherwise. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.]

(a)oNone. The Plan does not permit any In-Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) under Section 6.01(C)(4) as to Employee Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA Contributions.

(b)xPermitted. In-Service Distributions are permitted as follows from the designated Contribution Type Accounts (Choose one or more of (1) through (9)):

[Note: Unless the Employer elects otherwise in Election 46(b)(9), Elective Deferrals under Election 46(b) includes Pre-Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions, irrespective of the Plan’s ACP testing status.]

			(1)		(2)	(3)			(6)	(7)
			All		Elective	Safe Harbor	(4)	(5)	Matching	Nonelective/
			Contributions		Deferrals	Contributions	QNECs	QMACs	Contrib.	SIMPLE
(1)	o	None. Except for Election 46(a) exceptions.	N/A (See Election 46(a))		o	o	o	o	o	o
(2)	x	Age 59 1/2 (must be at least 59 1/2).	o	OR	x	x	o	o	o	o
(3)	x	Age 65 (may be less than 59 1/2).	N/A		N/A	N/A	N/A	N/A	o	x
(4)	x	Hardship (safe harbor). See Section 6.07(A).	N/A		x	N/A	N/A	N/A	o	x
(5)	o	Hardship (non- safe harbor). See Section 6.07(B).	N/A		N/A	N/A	N/A	N/A	o	o
(6)	x	Disability.	o	OR	x	x	o	o	o	x
(7)	o	year contributions. (specify minimum of two years) See Section 6.01(C)(4)(a)(i).	N/A		N/A	N/A	N/A	N/A	o	o
(8)	o	months of participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii).	N/A		N/A	N/A	N/A	N/A	o	o
(9)	o	Describe:

27

[Note: The Employer under Election 46(b)(9) may describe In-Service Distribution provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before “x” date are distributable at age 59 1/2). No In-Service Distributions apply to Division B Employees OR to Employees hired after “x” date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 46(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an “early” distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

In-Service Distribution of other Accounts. See Section 6.01(C)(4) as to In-Service Distribution of Employee Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA Contributions.

47.IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)). The following additional conditions apply to In-Service Distributions under Election 46(b) (Choose one of (a) or (b)):

[Note: The Employer should complete Election 47 if the Employer elects any In-Service Distributions under Election 46(b).]

(a)oAdditional conditions. (Complete (1). Choose (2) and (3) as applicable):

(1)Vesting. A Participant may receive an In-Service Distribution under Election 46(b) based on vesting in the distributing Account as follows (Choose one of a., b., or c.):

a.o100% vesting required. A Participant may not receive any In-Service Distribution unless the Participant is 100% Vested in the distributing Account.

b.o100% vesting required except hardship. A Participant may not receive any In-Service Distribution unless the Participant is 100% Vested in the distributing Account, unless the distribution is based on hardship.

c.oNot required. A Participant may receive an In-Service Distribution even from a partially-Vested Account, but the amount distributed may not exceed the Vested amount in the distributing partially-Vested Account.

(2)oMinimum amount. A Participant may not receive an In-Service Distribution in an amount which is less than: $            (specify amount not exceeding $1,000).

(3)oDescribe other conditions:

[Note: An Employer’s election under Election 47(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an “early” distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

(b)xNo other conditions. A Participant may elect to receive an In-Service Distribution upon any Election 46(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.

48.POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 54(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Choose one or more of (a) through (f) as applicable):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 48 no longer apply. See Section 6.01(B) and Election 49.]

(a)xLump-Sum. See Section 6.03(A)(3).

(b)xInstallments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).

(c)oInstallments. See Section 6.03(A)(4).

(d)oAlternative Annuity:. See Section 6.03(A)(5).

[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 50(b)), the Employer may elect under 48(d) to offer one or more additional annuities (Alternative Annuity) to the Plan’s QJSA or QPSA. If the Employer elects under Election 50(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 48(d).]

(e)oAd-Hoc distributions. See Section 6.03(A)(6).

[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to all Participants; and (ii) the option is a Protected Benefit.]

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(f)oDescribe distribution method(s):

[Note: The Employer under Election 48(f) may describe Severance from Employment distribution methods from the elections available under Election 48 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after “x” date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before “x” date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump-Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 48(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]

49.BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)/6.02(B)/6.03). Subject to the Participant’s elections under Section 6.01(B)(1) as to the timing and method of distribution of the Participant’s Account to the Participant’s Beneficiary (which Participant elections must be consistent with the Plan and this Election 49), in the case of a Participant’s death, the Beneficiary will receive distribution of the Participant’s Account (or of the Beneficiary’s share thereof) as follows (Complete (a), (b), and (c)):

[Note: For purposes of this Election 49, unless otherwise noted, a “Beneficiary” includes, but is not limited to a “Designated Beneficiary” under Section 6.02(E)(1).]

				(1)	(2)
				Spouse Beneficiary	Other Beneficiary
(a)	Timing. The Plan will distribute to the Beneficiary as soon as is practical at (or not later than) the following time or date (Choose one of (1) through (4). Choose (5) if applicable):
	(1)	o	Immediate. Immediately following the Participant’s death.	o	o
	(2)	o	Next Calendar Year. In the calendar year which next follows the calendar year of the Participant’s death, but not later than December 31 of such following calendar year.	o	o
	(3)	x	As Beneficiary elects. At such time as the Beneficiary may elect, provided that distribution pursuant to such election (or in the absence of any Beneficiary election) must commence no later than the Section 6.02 required date.	x	x
	(4)	o	Describe:	o	o

[Note: The Employer under Election 49(a)(4) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 49(a)(3). However, any election under Election 49(a)(4) must require distribution to commence no later than the Section 6.02 required date.]

	(5)	x	Death before DCD; spousal election to delay. If the Participant dies before his/her Distribution Commencement Date and the Participant’s sole Designated Beneficiary is his/her spouse, the spouse may elect to delay distribution until the end of the calendar year in which the Participant would have attained age 70 1/2, if that date is later than the date upon which distribution would be required to commence to a non-spouse Beneficiary.	x	N/A
(b)	Method. The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution. (Choose one or more of (1) through (4) but do not elect (4) only):
	(1)	x	Lump-Sum. See Section 6.03(A)(3).	x	x
	(2)	x	Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a). An Installment in each Distribution Calendar Year must at least equal the RMD amount.	x	x

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(3) o Ad-Hoc sufficient to satisfy RMD. See Section 6.03(A)(6). The Beneficiary must elect an Ad-Hoc distribution for each Distribution Calendar Year at least equal to the RMD amount. o o

[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to all Beneficiaries; and (ii) the option is a Protected Benefit.]

(4) o QPSA. See Section 6.04(B). o N/A

[Note: If the Employer elects 50(b), the Employer should elect 49(b)(4). If the Employer elects 50(a), the Employer should not elect 49(b)(4). A surviving spouse may elect to waive the QPSA in favor of another method.]

(c)	Death before the DCD. If a Participant dies before the Distribution Commencement Date, the distribution to the Beneficiary will be made in accordance with the following rule(s) (Choose one of (1), (2), or (3)):
	(1)	x	Beneficiary election. See Section 6.02(B)(1)(e). This election applies only if the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies. In the absence of the Designated Beneficiary’s election, the Life Expectancy rule applies. The Employer in Appendix B may elect to change the default (no Designated Beneficiary election) to the 5-year rule.	x	x
	(2)	o	Life Expectancy rule. See Section 6.02(B)(1)(d). This election applies only if the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.	o	o
	(3)	o	5-year rule. See Section 6.02(B)(1)(c). This election applies regardless of whether the Beneficiary is a Designated Beneficiary under Treas. Reg. §1.401(a)(9)-4.	o	o

50.JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b)):

(a)	x	Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1)):
	(1)	One-year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant’s Beneficiary designation under the profit sharing exception (Choose one of a. or b.):
		a.	x	Applies. The one-year marriage rule applies.
		b.	o	Does not apply. The one-year marriage rule does not apply.
(b)	o	Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1)):
	(1)	One-year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):
		a.	o	Applies. The one-year marriage rule applies.
		b.	o	Does not apply. The one-year marriage rule does not apply.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

51.ALLOCATION OF EARNINGS (7.04(B)). For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f) as applicable):

[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in Election 51(f).]

					(2)
			(1)		Elective Deferrals/	(3)	(4)
			All		Employee	Matching	Nonelective
			Contributions		Contributions	Contributions	Contributions
(a)	x	Daily. See Section 7.04(B)(4)(a).	x	OR	o	o	o
(b)	o	Balance forward.	o	OR	o	o	o
		See Section 7.04(B)(4)(b).
(c)	o	Balance forward with adjustment.	o	OR	o	o	o

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		See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period           % of the contributions made during the following Valuation Period:                            .
(d)	o	Weighted average. See Section 7.04(B)(4)(d). If not a monthly weighting period, the weighting period is:                   .	o	OR	o	o	o
(e)	o	Participant-Directed Account. See Section 7.04(B)(4)(e).	o	OR	o	o	o
(f)	o	Describe Earnings allocation method:

[Note: The Employer under Election 51(f) may describe Earnings allocation methods from the elections available under Election 51 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after “x” date. Balance forward applies to Division B Employees OR to Employees hired on/before “x” date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 51(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

52.VALUATION OF TRUST (8.02(C)(4)). In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d) as applicable):

[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in Election 52(d).]

					(2)
			(1)		Elective Deferrals/	(3)	(4)
			All		Employee	Matching	Nonelective
			Contributions		Contributions	Contributions	Contributions
(a)	o	No additional Valuation Dates.	o	OR	o	o	o
(b)	x	Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.	x	OR	o	o	o
(c)	o	Last day of a specified period. The last day of each            of the Plan Year.	o	OR	o	o	o
(d)	o	Specified Valuation Dates:                                                              .

[Note: The Employer under Election 52(d) may describe Valuation Dates from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after “x” date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before “x” date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer’s election under Election 52(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

31

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer:		Simpson Manufacturing Co., Inc
Date:	April 28, 2011
Signed:	/s/ Karen Colonias
Karen Colonias CFO
[print name/title]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. If the Employer under Election 5(c) will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s):	The Charles Schwab Trust Company
Date:
Signed:
[print name/title]

Nondiscretionary Trustee(s):

Date:

Signed:

[print name/title]

Custodian(s) (Optional):

Date:

Signed:

[print name/title]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer’s Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s)             effective                        , by substitute Adoption Agreement page number(s)             . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective as permitted under Applicable Law.]

Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Prototype Plan or of any abandonment or discontinuance by the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor’s intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the following address and telephone number: 2175 North California Boulevard, Suite 810, Walnut Creek, CA 94596, (888) 881-4015.

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and 19.03. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

32

APPENDIX A

EGTRRA RESTATED PLANS - SPECIAL EFFECTIVE DATES

[Covering period from restated Effective Date in Election 4(b) until Employer executes EGTRRA restatement]

53.SPECIAL EFFECTIVE DATES (1.19). The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (r) as applicable):

[Note: If the Employer elects 53(a), do not complete the balance of this Election 53.]

(a)oNot applicable. The Employer does not elect any Appendix A special Effective Dates.

[Note: The Employer should use this Appendix A where it is restating its Plan for EGTRRA with a retroactive Effective Date, but where one or more Adoption Agreement elections under the restated Plan became effective after the Plan’s general restatement Effective Date under Election 4(b). For periods prior to the below-specified special Effective Date(s), the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions. Any special Effective Date the Employer elects must comply with Applicable Law.]

(b)xContribution Types (1.12). The Contribution Types under Election(s) 6(a), 6(e) are effective: May 1, 2011.

[Note: The Plan may not permit Roth Deferrals before January 1, 2006.]

(c)oExcluded Employees (1.21(D)). The Excluded Employee provisions under Election(s) 8             are effective:                          .

(d)oCompensation (1.11). The Compensation definition under Election(s)             (specify 9-11 as applicable) are effective:                          .

(e)xEligibility (2.01-2.03). The eligibility provisions under Election(s) 17(e)(2), 17(f) (specify 14-19 as applicable) are effective: May 1, 2011.

(f)xElective Deferrals (3.02(A)-(C)). The Elective Deferral provisions under Election(s) 20 (specify 20-22 as applicable) are effective: May 1, 2011.

(g)xCatch-Up Deferrals (3.02(D)). The Catch-Up Deferral provisions under Election 23(a) are effective: May 1, 2011.

(h)oMatching Contributions (3.03). The Matching Contribution provisions under Election(s)             (specify 24-26 as applicable) are effective:                          .

(i)oNonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s)             (specify 27-29 as applicable) are effective:                          .

(j)x401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30(a) are effective: May 1, 2011.

(k)oAllocation conditions (3.06). The allocation conditions under Election(s)             (specify 31-32 as applicable) are effective:                          .

(l)oForfeitures (3.07). The forfeiture allocation provisions under Election(s)             (specify 33-34 as applicable) are effective:                          .

(m)oEmployee Contributions (3.09). The Employee Contribution provisions under Election(s) 35             are effective:                          .

(n)xTesting elections (4.06(B)). The testing elections under Election(s) 37(2)(a) under the “Effective as of execution (and retroactively if restatement)” column are effective: May 1, 2011.

(o)xVesting (5.03). The vesting provisions under Election(s) 41(b)(4) (specify 38-43 as applicable) are effective: Plan years beginning on or after January 1, 2007.

(p)xDistributions (6.01 and 6.03). The distribution elections under Election(s) 46 (specify 44-50 as applicable) are effective: May 1, 2011.

(q)oEarnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s)             (specify 51-52 as applicable) are effective:                          .

(r)oSpecial Effective Date(s) for other elections (specify elections and dates):                                                               .

1

APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

54.BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable):

[Note: If the Employer elects 54(a), do not complete the balance of this Election 54.]

(a)oNot applicable. The Employer does not elect to override any basic plan provisions.

[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 54. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]

(b)oDefinition (Article I) overrides. (Choose one or more of (1) through (9) as applicable):

(1)oW-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.

(2)oAlternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.):

a.oInclude. Include the nonqualified deferred compensation.

b.oDo not include. Do not include the nonqualified deferred compensation.

(3)oInclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.

(4)oInclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.):

a.oInclude for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of                          (specify a date which is no earlier than January 1, 2005).

b.oInclude for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation):                                                           . This provision applies effective as of                          (specify a date which is no earlier than January 1, 2002).

(5)oInclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.):

a.oNHCEs only. Apply only to disabled NHCEs.

b.oAll Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for:                                                                        (specify a fixed or determinable period).

(6)oEarly application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator’s operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of:                                                (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005).

(7)oLeased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees:                                                                        (specify Contribution Types).

(8)oOffset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee’s services for the Employer. The amount of the offset is as follows:                                                 .

[Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate its plan with the leasing organization’s plan for coverage and nondiscrimination testing.]

(9)oReclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees):                                      (specify Contribution Types and/or categories of Reclassified Employees).

1

(c)oRule of parity — participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the “rule of parity” under Code §410(a)(5)(D).

(d)oContribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable):

(1)oTreatment of Automatic Deferrals as Roth Deferrals (3.02(B)(7)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre-Tax Deferrals.

(2)oApplication of Safe Harbor Contributions to other allocations (3.05(E)(11)). Any Safe Harbor Nonelective Contributions allocated to a Participant’s account will not be applied toward (offset) any allocation to the Participant of a non-Safe Harbor Nonelective Contribution.

(3)oShort Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):

a.oNo pro-ration. Will not pro-rate Hours of Service in any short allocation period.

b.oPro-ration based on months. Will pro-rate any Hour of Service requirement based on the number of months in the short allocation period.

(4)oLimited waiver of allocation conditions for re-hired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to re-hired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5)oAssociated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.

(6)oSafe Harbor top-heavy exempt fail-safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a), (b), and (c)):                         .

(7)oSuspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable):

a.oRe-order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order:                               (specify order).

b.oHours of Service tie-breaker. Apply the greatest Hours of Service as the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.

c.oAdditional/other tiers. Apply the following additional or other tiers:                               (specify suspension tiers and ordering).

(e)oTesting (Article IV) overrides. (Choose one or both of (1) and (2) as applicable):

(1)oEarly application of Gap Period income to Excess Deferrals (4.11(C)(1)). The Plan Administrator will distribute Gap Period income allocated on Excess Deferrals as to Excess Deferrals occurring in the                          Taxable Year and in later Taxable Years (Specify a Taxable Year before 2008).

(2)oEarly application of Gap Period income to Excess Contributions/Aggregates (4.11(C)(2)). The Plan Administrator will distribute Gap Period income allocated on Excess Contributions and Excess Aggregate Contributions occurring in the                          Plan Year and in later Plan Years (Specify a Plan Year before the Final 401(k) Regulations Effective Date).

(f)oVesting (Article V) overrides. (Choose one or more of (1) through (6) as applicable):

(1)oApplication of top-heavy vesting to Matching (5.03(A)(1)). The Employer makes the following elections regarding the application of top-heavy vesting to its Regular Matching and Additional Matching Contributions (Choose one or both of a. and b.):

a.oPost-EGTRRA Matching only. Apply top-heavy vesting only to such post-2001 Plan Year Matching Contributions.

b.oWaiver of Hour of Service requirement. Apply top-heavy vesting as under the basic plan or as modified by Election 54(f)(1)a. to all Participants even if they did not have an Hour of Service in any post-2001 Plan Year.

(2)oAlternative “grossed-up” vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3)oSource of Cash-Out forfeiture restoration (5.04(B)(5)). To restore a Participant’s Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution):                                                                  .

(4)oDeemed Cash-Out of 0% Vested Participant (5.04(C)). The deemed cash-out rule of Section 5.04(C) does not apply to the Plan.

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(5)oAccounting for Cash-Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant’s Account Balance attributable to a Cash-Out repayment: (Choose one of a. or b.):

a.oNonelective rule. Under the nonelective rule.

b.oRollover rule. Under the rollover rule.

(6)oOne-year hold-out rule — vesting (5.06(D)). The one-year hold-out Break in Service rule under Code §411(a)(6)(B) applies.

(g)xDistribution (Article VI) overrides. (Choose one or more of (1) through (7) as applicable):

(1)xElection of 5-year rule (6.02(B)(1)(e)). Under Section 6.02(B)(1)(e) relating to death before the RBD, if a Designated Beneficiary does not make a timely election, the 5-year rule applies in lieu of the Life Expectancy rule.

(2)o2002 only special Effective Date for Section 6.02 (6.02(D)(4)). For the 2002 DCY only, the Plan Administrator will apply the RMD rules in effect under (Choose one of a. or b.):

a.o1987 proposed regulations. The 1987 proposed Treasury regulations under Code §401(a)(9).

b.o2001 proposed regulations. The 2001 proposed Treasury regulations under Code §401(a)(9).

(3)oRBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of a. or b.):

a.oSBJPA definition indefinitely. Indefinitely will apply the pre-SBJPA RBD definition.

b.oSBJPA definition to specified date. Will apply the pre-SBJPA definition until                      (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).

(4)oModification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be         %. (Specify a percentage between 50% and 100%.)

(5)oModification of QPSA (6.04(B)(2)). The QPSA percentage will be            %. (Specify a percentage between 50% and 100%.)

(6)oRestriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

(7)oReplacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to “$5,000” will be $           . (Specify an amount less than $5,000.)

(h)oAdministrative, Trust and insurance overrides (Articles VII, VIII and IX). (Choose one or more of (1) through (9) as applicable):

(1)oContributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.):

a.oTreat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b.oBalance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c.oWeighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2)oAutomatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce or legal separation does not apply.

(3)oLimitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least                    must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12 months.)

(4)oDefinition of “spouse” (7.05(A)(5)). The following definition of “spouse” applies:                                                       . (Specify a definition consistent with Applicable Law.)

(5)oAdministration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply:                                                                               . (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6)oSubsequent restoration of forfeiture-sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order                                                                            . (Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)

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(7)oState law (7.10(H)). The law of the following state will apply:                                                               . (Specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(8)oEmployer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer securities/real property is         %. (Specify a percentage which is less than 100%.)

(9)oProvisions relating to insurance and insurance company (9.08). The following provisions apply:                               (Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[Note: The provisions in this Election 54(h)(9) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan and Applicable Law.]

(i)oCode Sections 415/416 (Article XI) override (11.02(A)(1)). Because of the required aggregation of multiple plans, to satisfy Code §§415 and/or 416, the following overriding provisions apply:                                                        . (Specify such language as necessary to satisfy §§415 and 416.)

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APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

55.oINVESTMENT IN GROUP TRUST FUND (8.09). The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee’s authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the following group trust funds:                                                                                                                    . (Specify the names of one or more group trust funds in which the Plan can invest).

[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary.]

56.oPERMISSIBLE TRUST AMENDMENTS (8.11). The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2005-16, Section 5.09 (Choose one or more of (a) through (c) as applicable):

[Note: Any amendment under this Election 56 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 56 to substitute another pre-approved trust for the Trust. See Election 5(c) as to a substitute trust.]

(a)oInvestments. The Employer amends the Trust provisions relating to Trust investments as follows:

.

(b)oDuties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

.

(c)oOther administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

.

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APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP-1984

Without Setback

Number of years
from attained age
at the end of Plan Year until
Normal Retirement Age	7.50%	8.00%	8.50%
0	8.458	8.196	7.949
1	7.868	7.589	7.326
2	7.319	7.027	6.752
3	6.808	6.506	6.223
4	6.333	6.024	5.736
5	5.891	5.578	5.286
6	5.480	5.165	4.872
7	5.098	4.782	4.491
8	4.742	4.428	4.139
9	4.412	4.100	3.815
10	4.104	3.796	3.516
11	3.817	3.515	3.240
12	3.551	3.255	2.986
13	3.303	3.014	2.752
14	3.073	2.790	2.537
15	2.859	2.584	2.338
16	2.659	2.392	2.155
17	2.474	2.215	1.986
18	2.301	2.051	1.831
19	2.140	1.899	1.687
20	1.991	1.758	1.555
21	1.852	1.628	1.433
22	1.723	1.508	1.321
23	1.603	1.396	1.217
24	1.491	1.293	1.122
25	1.387	1.197	1.034
26	1.290	1.108	0.953
27	1.200	1.026	0.878
28	1.116	0.950	0.810
29	1.039	0.880	0.746
30	0.966	0.814	0.688
31	0.899	0.754	0.634
32	0.836	0.698	0.584
33	0.778	0.647	0.538
34	0.723	0.599	0.496
35	0.673	0.554	0.457
36	0.626	0.513	0.422
37	0.582	0.475	0.389
38	0.542	0.440	0.358
39	0.504	0.407	0.330
40	0.469	0.377	0.304
41	0.436	0.349	0.280
42	0.406	0.323	0.258
43	0.377	0.299	0.238
44	0.351	0.277	0.219
45	0.327	0.257	0.202

Note: A Participant’s Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant’s age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant’s attainment of Normal Retirement Age, the factor for “zero” years applies.

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APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP-1984

Without Setback

Normal Retirement
Age	7.50%	8.00%	8.50%
55	1.2242	1.2147	1.2058
56	1.2043	1.1959	1.1879
57	1.1838	1.1764	1.1694
58	1.1627	1.1563	1.1503
59	1.1411	1.1357	1.1305
60	1.1188	1.1144	1.1101
61	1.0960	1.0925	1.0891
62	1.0726	1.0700	1.0676
63	1.0488	1.0471	1.0455
64	1.0246	1.0237	1.0229
65	1.0000	1.0000	1.0000
66	0.9752	0.9760	0.9767
67	0.9502	0.9518	0.9533
68	0.9251	0.9274	0.9296
69	0.8998	0.9027	0.9055
70	0.8740	0.8776	0.8810
71	0.8478	0.8520	0.8561
72	0.8214	0.8261	0.8307
73	0.7946	0.7999	0.8049
74	0.7678	0.7735	0.7790
75	0.7409	0.7470	0.7529
76	0.7140	0.7205	0.7268
77	0.6874	0.6942	0.7008
78	0.6611	0.6682	0.6751
79	0.6349	0.6423	0.6494
80	0.6090	0.6165	0.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant’s Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

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AMENDMENT FOR THE FINAL 415 REGULATIONS

ARTICLE I

PREAMBLE

1.1Effective date of Amendment. This Amendment is effective for limitation years and plan years beginning on or after July 1, 2007, except as otherwise provided herein.

1.2Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

1.3Employer’s election. The Employer adopts all Articles of this Amendment, except those Articles that the Employer specifically elects not to adopt.

1.4Construction. Except as otherwise provided in this Amendment, any reference to “Section” in this Amendment refers only to sections within this Amendment, and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to any Plan article, section or other numbering designations.

1.5Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates the final Code §415 Regulation provisions).

1.6Adoption by prototype sponsor. Except as otherwise provided herein, pursuant to the provisions of the Plan and Section 5.01 of Revenue Procedure 2005-16, the sponsor hereby adopts this Amendment on behalf of all adopting employers.

ARTICLE II

EMPLOYER ELECTIONS

The Employer only needs to complete the questions in Section 2.2 in order to override the default provisions set forth below. If the Plan will use all of the default provisions, then these questions should be skipped and the Employer does not need to execute this amendment.

2.1Default Provisions. Unless the Employer elects otherwise in Section 2.2, the following defaults will apply:

a.The provisions of the Plan setting forth the definition of compensation for purposes of Code §415 (hereinafter referred to as “415 Compensation”), as well as compensation for purposes of determining highly compensated employees pursuant to Code §414(q) and for top-heavy purposes under Code §416 (including the determination of key employees), shall be modified by (1) including payments for unused sick, vacation or other leave and payments from nonqualified unfunded deferred compensation plans (Amendment Section 3.2(b)), (2) excluding salary continuation payments for participants on military service (Amendment Section 3.2(c)), and (3) excluding salary continuation payments for disabled participants (Amendment Section 3.2(d)).

b.The “first few weeks rule” does not apply for purposes of 415 Compensation (Amendment Section 3.3).

c.The provision of the Plan setting forth the definition of compensation for allocation purposes (hereinafter referred to as “Plan Compensation”) shall be modified to provide for the same adjustments to Plan Compensation (for all contribution types) that are made to 415 Compensation pursuant to this Amendment.

2.2In lieu of default provisions. In lieu of the default provisions above, the following apply: (select all that apply; if no selections are made, then the defaults apply)

415 Compensation. (select all that apply):

a.o    Exclude leave cashouts and deferred compensation (Section 3.2(b))

b.o    Include military continuation payments (Section 3.2(c))

c.o    Include disability continuation payments (Section 3.2(d)):

1.o    For Nonhighly Compensated Employees only

2.o    For all participants and the salary continuation will continue for the following fixed or determinable period:                                   

d.o    Apply the administrative delay (“first few weeks”) rule (Section 3.3)

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Plan Compensation. (select all that apply):

NOTE: Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. For all Plans other than 401(k) plans, only use column 1. or column 4. in the table below.

NOTE: Under the GUST PPD document, the plan excludes all post-severance compensation unless the Employer had elected otherwise in its adoption agreement.

						Elective
				All		Deferrals	Matching	Nonelective
e.	o	Default provisions apply		1. N/A	OR	2. o	3. o	4. o
f.	o	No change from existing Plan provisions		1. o	OR	2. o	3. o	4. o
g.	o	Exclude all post-severance compensation		1. o	OR	2. o	3. o	4. o
h.	o	Exclude post-severance regular pay		1. o	OR	2. o	3. o	4. o
i.	o	Exclude leave cashouts and deferred compensation		1. o	OR	2. o	3. o	4. o
j.	o	Include post-severance military continuation payments		1. o	OR	2. o	3. o	4. o
k.	o	Include post-severance disability continuation payments:		1. o	OR	2. o	3. o	4. o
	a.	o	For Nonhighly Compensated Employees only
	b.	o	For all participants and the salary continuation will continue for the following fixed or determinable period:
l.	x		Other Exclude deferred compensation. (describe)

Plan Compensation Special Effective Date. The definition of Plan Compensation is modified as set forth herein effective as of the same date as the 415 Compensation change is effective unless otherwise specified:

m.                                                                                                            (enter the effective date)

ARTICLE III

FINAL SECTION 415 REGULATIONS

3.1Effective date. The provisions of this Article III shall apply to limitation years beginning on and after July 1, 2007.

3.2415 Compensation paid after severance from employment. 415 Compensation shall be adjusted, as set forth herein and as otherwise elected in Article II, for the following types of compensation paid after a Participant’s severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code §414(b), (c), (m) or (o)). However, amounts described in subsections (a) and (b) below may only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2 months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation within the meaning of Code §415(c)(3), even if payment is made within the time period specified above.

(a)   Regular pay. 415 Compensation shall include regular pay after severance of employment if:

(1)The payment is regular compensation for services during the participant’s regular working hours, or compensation for services outside the participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and

(2)The payment would have been paid to the participant prior to a severance from employment if the participant had continued in employment with the Employer.

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(b)Leave cashouts and deferred compensation. Leave cashouts shall be included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if the compensation would have been included in the definition of 415 Compensation if it had been paid prior to the participant’s severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the participant had continued in employment with the Employer and only to the extent that the payment is includible in the participant’s gross income.

(c)Salary continuation payments for military service participants. 415 Compensation does not include, unless otherwise elected in Section 2.2 of this Amendment, payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code §414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(d)Salary continuation payments for disabled Participants. Unless otherwise elected in Section 2.2 of this Amendment, 415 Compensation does not include compensation paid to a participant who is permanently and totally disabled (as defined in Code §22(e)(3)). If elected, this provision shall apply to either just non-highly compensated participants or to all participants for the period specified in Section 2.2 of this Amendment.

3.3Administrative delay (“the first few weeks”) rule. 415 Compensation for a limitation year shall not include, unless otherwise elected in Section 2.2 of this Amendment, amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates. However, if elected in Section 2.2 of this Amendment, 415 Compensation for a limitation year shall include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates, provided the amounts are paid during the first few weeks of the next limitation year, the amounts are included on a uniform and consistent basis with respect to all similarly situated participants, and no compensation is included in more than one limitation year.

3.4Inclusion of certain nonqualified deferred compensation amounts. If the Plan’s definition of Compensation for purposes of Code §415 is the definition in Regulation Section 1.415(c)-2(b) (Regulation Section 1.415-2(d)(2) under the Regulations in effect for limitation years beginning prior to July 1, 2007) and the simplified compensation definition of Regulation 1.415(c)-2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations in effect for limitation years prior to July 1, 2007) is not used, then 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code §409A or Code §457(f)(1)(A) or because the amounts are constructively received by the Participant. [Note if the Plan’s definition of Compensation is W-2 wages or wages for withholding purposes, then these amounts are already included in Compensation.]

3.5   Definition of annual additions. The Plan’s definition of “annual additions” is modified as follows:

(a)Restorative payments. Annual additions for purposes of Code §415 shall not include restorative payments. A restorative payment is a payment made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan’s losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions.

(b)   Other Amounts. Annual additions for purposes of Code §415 shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code §§401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a participant from the Plan; and (4) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code §414(d)) as described in Code §415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments.

(c)Date of tax-exempt Employer contributions. Notwithstanding anything in the Plan to the contrary, in the case of an Employer that is exempt from Federal income tax (including a governmental employer), Employer contributions are treated as credited to a participant’s account for a particular limitation year only if the contributions are actually made to the plan no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable, depending on the basis on which the employer keeps its books) with or within which the particular limitation year ends.

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3.6Change of limitation year. The limitation year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan’s limitation year, then the Plan is treated as if the Plan had been amended to change its limitation year.

3.7Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code §415) are exceeded for any participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance, including, but not limited to, the preamble of the final §415 regulations.

3.8Aggregation and Disaggregation of Plans.

(a)For purposes of applying the limitations of Code §415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a “predecessor employer”) under which the participant receives annual additions are treated as one defined contribution plan. The “Employer” means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code §§414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code §415(h), and shall take into account tax-exempt organizations under Regulation Section 1.414(c)-5, as modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:

(1)A former Employer is a “predecessor employer” with respect to a participant in a plan maintained by an Employer if the Employer maintains a plan under which the participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship.

(2)With respect to an Employer of a participant, a former entity that antedates the Employer is a “predecessor employer” with respect to the participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

(b)Break-up of an affiliate employer or an affiliated service group. For purposes of aggregating plans for Code §415, a “formerly affiliated plan” of an employer is taken into account for purposes of applying the Code §415 limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the “cessation of affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group).

(c)Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code §415(f) and the Regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Code §415 with respect to a participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the participant’s account after the date on which the plans are required to be aggregated.

ARTICLE IV

PLAN COMPENSATION

4.1Compensation limit. Notwithstanding Amendment Section 4.2 or any election in Amendment Section 2.2, if the Plan is a 401(k) plan, then participants may not make elective deferrals with respect to amounts that are not 415 Compensation. However, for this purpose, 415 Compensation is not limited to the annual compensation limit of Code §401(a)(17).

4.2Compensation paid after severance from employment. Compensation for purposes of allocations (hereinafter referred to as Plan Compensation) shall be adjusted, unless otherwise elected in Amendment Section 2.2, in the same manner as 415 Compensation pursuant to Article III of this Amendment if those amounts would have been included in Compensation if they were paid prior to the Participant’s severance from employment, except in applying Article III, the term “limitation year” shall be replaced with the term “plan year” and the term “415 Compensation” shall be replaced with the term “Plan Compensation.”

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4.3Option to apply Plan Compensation provisions early. The provisions of this Article shall apply for Plan Years beginning on and after July 1, 2007, unless another effective date is specified in Section 2.2 of this Amendment.

Except with respect to any election made by the employer in Section 2.2, this amendment is hereby adopted by the prototype sponsor on behalf of all adopting employers on:

[Sponsor’s signature and Adoption Date are on file with Sponsor]

Sponsor Name: Milliman, Inc.

NOTE: The Employer only needs to execute this Amendment if an election has been made in Section 2.2 of this Amendment.

This amendment has been executed this 28th day of April, 2011.

Name of Plan:  Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees

Name of Employer:  Simpson Manufacturing Co., Inc

By:	/s/ Karen Colonias
		EMPLOYER

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PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

  2011

This Administrative Checklist (“AC”) is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist (“SFC”) in preparing the Plan’s SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan’s opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator’s administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre-dating the specified date.

AC1.   PLAN LOANS (7.06). The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b)):

(a)   x   Does not permit.

(b)   o    Permitted pursuant to the Loan Policy. See SFC Election 69 to complete Loan Policy.

AC2.   PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b)):

(a)   o    Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b)   x   Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4)):

(1)Accounts affected. (Choose a. or choose one or more of b. through f.):

a.   x   All Accounts.

b.   o    Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c.   o    All Nonelective Contribution Accounts.

d.   o    All Matching Contribution Accounts.

e.   o    All Rollover Contribution and Transfer Accounts.

f.    o    Specify Accounts:

(2)Restrictions on Participant direction (Choose one of a. or b.):

a.o    None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b.   o    Restrictions:

(3)ERISA §404(c). (Choose one of a. or b.):

a.   x   Applies.

b.   o    Does not apply.

(4)QDIA (Qualified Default Investment Alternative). (Choose one of a. or b.):

a.   x   Applies. See SFC Election 110 for details.

b.   o    Does not apply.

AC3.   ROLLOVER CONTRIBUTIONS (3.08). The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b)):

(a)   x   Does not permit.

(b)   o    Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2)):

(1)Who may roll over. (Choose one of a. or b.):

a.o    Participants only.

b.o    Eligible Employees or Participants.

(2)Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.):

a.o    All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b.o    Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types:                                                                                                                     .

AC4.   PLAN EXPENSES (7.04(C)). The Employer will pay or the Plan will be charged with non-settlor Plan expenses as follows (Choose one of (a) or (b)):

(a)o    Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).

(b)   x   Plan pays some or all non-settlor expenses. See SFC Election 126 for details.

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AC5.   RELATED AND PARTICIPATING EMPLOYERS (1.23(C)/(D)). There are or are not Related Employers and Participating Employers as follows (Complete (a) through (c)):

(a)   Related Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)   x   Name(s) of Related Employers:  Simpson Strong-Tie Company, Inc.

(b)   Participating (Related) Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)x   Name(s) of Participating Employers:  Simpson Strong-Tie Company, Inc. See SFC Election 71 for details.

(c)   Former Participating Employers. (Choose one of (1) or (2)):

(1)   o    None.

(2)   x   Applies.

Name(s)	Date of cessation
Simpson Dura-Vent Company, Inc	September 2010

AC6.   TOP-HEAVY MINIMUM-MULTIPLE PLANS (10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top-Heavy Minimum Contribution (or benefit) requirement as to Non-Key Employees who participate in such plans and who are entitled to a Top-Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator’s operational election. (Choose (a) or choose one of (b) or (c)):

(a)   o    Does not apply.

(b)   x   If only another Defined Contribution Plan. Make the Top-Heavy Minimum Allocation (Choose one of (1) or (2)):

(1)x   To this Plan.

(2)o    To another Defined Contribution Plan:                                                                                           (plan name)

(c)o    If one or more Defined Benefit Plans. Make the Top-Heavy Minimum Allocation or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3)):

(1)o    To this Plan. Increase the Top-Heavy Minimum Allocation to 5%.

(2)o    To another Defined Contribution Plan. Increase the Top-Heavy Minimum Allocation to 5% and provide under the:                                                                                                        (name of other Defined Contribution Plan).

(3)o    To a Defined Benefit Plan. Provide the 2% top-heavy minimum benefit under the:                              (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions:                             .

AC7.   SELF-EMPLOYED PARTICIPANTS (1.21(A)). One or more self-employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b)):

(a)   x   None.

(b)   o    Applies.

AC8.   PROTECTED BENEFITS (11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b)):

(a)   x   Does not apply. No Protected Benefits have been eliminated.

(b)o    Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and complete column (4)):

	(1) All Participants/ Accounts	(2) Post-E.D. Contribution Accounts only	(3) Post-E.D. Participants only	(4) Effective Date (E.D.)
(1)  o  QJSA/QPSA distributions	o	o	o
(2)  o  Installment distributions	o	o	o
(3)  o  In-kind distributions	o	o	o
(4)  o  Specify:

AC9.   LIFE INSURANCE (9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b)):

(a)   x   Does not apply.

(b)   o    Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

AC10. DISTRIBUTION OF CASH OR PROPERTY (8.04). The Plan provides for distribution in the form of (Choose one of (a) or (b)):

(a)   x   Cash only. Except where property distribution is required or permitted under Section 8.04.

(b)   o    Cash or property. At the distributee’s election and consistent with any Plan Administrator policy under Section 8.04.

AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.02(A)(13)). The Trust invests or does not invest in qualifying Employer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b)):

(a)   o    Does not apply.

(b)   x   Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

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AMENDMENT FOR PENSION PROTECTION ACT AND HEART ACT

ARTICLE I

PREAMBLE

1.1Effective date of Amendment. The Employer adopts this Amendment to the Plan to reflect recent law changes. This Amendment is effective as indicated below for the respective provisions.

1.2Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

1.3Employer’s election. The Employer adopts all the default provisions of this Amendment except as otherwise elected in Article II.

1.4Construction. Except as otherwise provided in this Amendment, any reference to “Section” in this Amendment refers only to sections within this Amendment, and is not a reference to the Plan. The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to any Plan article, section or other numbering designations.

1.5Effect of restatement of Plan. If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates PPA provisions).

ARTICLE II

EMPLOYER ELECTIONS

The Employer only needs to complete the questions in Sections 2.2 through 2.7 below in order to override the default provisions set forth below. If the Plan will use all of the default provisions, then these questions should be skipped.

2.1Default Provisions. Unless the Employer elects otherwise in this Article, the following defaults will apply:

a.If the Plan has a vesting schedule for nonelective contributions that does not meet the Pension Protection Act of 2006 (PPA), then the vesting schedule for any Employer nonelective contributions for Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, will be the schedule below. Such schedule will apply to all nonelective contributions, even those made prior to January 1, 2007.

If the Plan has a graded vesting schedule (i.e., the vesting schedule includes a vested percentage that is more than 0% and less than 100%), then the vesting schedule will be a 6-year graded schedule (20% after 2 years of vesting service and an additional 20% for each year thereafter).

If the Plan has a cliff vesting schedule that requires more than 3 years of vesting service, then nonelective contributions will be nonforfeitable upon the completion of 3 years of vesting service.

b.Nonspousal beneficiary rollovers are allowed effective for distributions made after 12/31/06.

c.Hardship distributions for expenses of a beneficiary are allowed effective as of Plan Years beginning on or after January 1, 2011.

d.The option to permit in-service distributions at age 62 (with respect to amounts attributable to a money purchase pension plan, target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan) is not adopted.

e.Qualified Reservist Distributions are not allowed.

f.Continued benefit accruals pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART Act) are not provided.

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2.2Vesting (Article III). The default vesting schedule applies unless a. is elected below.

a.oIn lieu of the above default vesting provisions, the employer elects the following schedule:

1.o3 year cliff (a Participant’s accrued benefit derived from employer nonelective contributions is nonforfeitable upon the Participant’s completion of three years of vesting service).

2.o6 year graded schedule (20% after 2 years of vesting service and an additional 20% for each year thereafter).

3.oOther (must be at least as liberal as 1. or 2. above at each point in time):

Years of vesting service	Nonforfeitable percentage
		%
		%
		%
		%
		%

The vesting schedule set forth herein only applies to Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, and, unless b. is elected below, applies to all nonelective contributions subject to a vesting schedule.

b.oThe vesting schedule will only apply to nonelective contributions made in Plan Years beginning after December 31, 2006 (the prior schedule will apply to nonelective contributions made in prior Plan Years).

2.3Non-spousal rollovers (Article VII). Non-spousal rollovers are allowed after December 31, 2006 unless a. is elected below (Article VII provides that such distributions are always allowed after December 31, 2009):

a.oUse the following instead of the default (select one):

1.oNon-spousal rollovers are not allowed.

2.oNon-spousal rollovers are allowed effective         (not earlier than January 1, 2007 and not later than January 1, 2010).

2.4Hardships (Article VIII). Hardship distributions for expenses of beneficiaries will be allowed effective as of August 17, 2006, unless elected below (applies only for 401(k) or profit sharing plans that allow hardship distributions):

a.xUse the following instead of the default (select one):

1.oHardship distributions for beneficiary expenses are not allowed.

2.xHardship distributions for beneficiary expenses are allowed effective as of Plan years beginning on or after January 1, 2011 (may not be earlier than August 17, 2006).

2.5In-service distributions (Article IX). In-service distributions at age 62 will not be allowed (except as otherwise permitted under the Plan without regard to this Amendment) unless elected below:

a.oIn-service distributions will be allowed for Participants at age 62 (generally applies only for money purchase (including target benefit) plans, but may apply to any other defined contribution plans that have received a transfer of assets from a pension plan) effective as of the first day of the 2007 Plan Year unless another date is elected below:

1.o                           (may not be earlier than the first day of the 2007 Plan Year).

AND, the following limitations apply to in-service distributions:

2.oThe Plan already provides for in-service distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to in-service distributions at age 62.

3.oN/A. No limitations.

4.oThe following elections apply to in-service distributions at age 62 (select all that apply):

a.oThe minimum amount of a distribution is $        (may not exceed $1,000).

b.oNo more than           distribution(s) may be made to a Participant during a Plan Year.

c.oDistributions may only be made from accounts which are fully Vested.

d.oIn-service distributions may be made subject to the following provisions:          (must be definitely determinable and not subject to discretion).

2.6Qualified Reservist Distributions (Article X). Qualified Reservist distributions will not be allowed unless elected below:

a.oQualified Reservist Distributions are allowed effective as of        (may not be earlier than September 12, 2001).

2.7Continued benefit accruals (Article XV). Continued benefit accruals for the Heart Act (Amendment Section 15.2) will not apply unless elected below:

a.oThe provisions of Amendment Section 15.2 apply.

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ARTICLE III

NONELECTIVE CONTRIBUTION VESTING

3.1Applicability. This Article applies to Participants who complete an Hour of Service in a Plan Year beginning after December 31, 2006, with respect to accrued benefits derived from employer nonelective contributions made in Plan Years beginning after December 31, 2006. Unless otherwise elected by the employer in Amendment Section 2.2 above, this Article also will apply to all nonelective contributions subject to a vesting schedule, including nonelective contributions allocated under the Plan terms as of a date in a Plan Year beginning before January 1, 2007.

3.2Vesting schedule. A Participant’s accrued benefit derived from employer nonelective contributions vests as provided in Amendment Section 2.1.a, or if applicable, Amendment Section 2.2.

ARTICLE IV

PARTICIPANT DISTRIBUTION NOTIFICATION

4.1180-day notification period. For any distribution notice issued in Plan Years beginning after December 31, 2006, any reference to the 90-day maximum notice period prior to distribution in applying the notice requirements of Code §§402(f) (the rollover notice), 411(a)(11) (Participant’s consent to distribution), and 417 (notice under the joint and survivor annuity rules) will become 180 days.

4.2Notice of right to defer distribution. For any distribution notice issued in Plan Years beginning after December 31, 2006, the description of a Participant’s right, if any, to defer receipt of a distribution also will describe the consequences of failing to defer receipt of the distribution. For notices issued before the 90th day after the issuance of Treasury regulations (unless future Revenue Service guidance otherwise requires), the notice will include: (i) a description indicating the investment options available under the Plan (including fees) that will be available if the Participant defers distribution; and (ii) the portion of the summary plan description that contains any special rules that might affect materially a Participant’s decision to defer.

ARTICLE V

ROLLOVER OF AFTER-TAX/ROTH AMOUNTS

5.1Direct rollover to qualified plan/403(b) plan. For taxable years beginning after December 31, 2006, a Participant may elect to transfer employee (after-tax) or Roth elective deferral contributions by means of a direct rollover to a qualified plan or to a 403(b) plan that agrees to account separately for amounts so transferred, including accounting separately for the portion of such distribution which is includible in gross income and the portion of such distribution which is not includible in gross income.

ARTICLE VI

DIVESTMENT OF EMPLOYER SECURITIES

6.1Rule applicable to elective deferrals and employee contributions. For Plan Years beginning after December 31, 2006, if any portion of the account of a Participant (including, for purposes of this Article VI, a beneficiary entitled to exercise the rights of a Participant) attributable to elective deferrals or employee contributions is invested in publicly-traded Employer securities, the Participant may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements of Section 6.3.

6.2Rule applicable to Employer contributions. If any portion of a Participant’s account attributable to nonelective or matching contributions is invested in publicly-traded Employer securities, then a Participant who has completed at least 3 years of vesting service, or a beneficiary of any deceased Participant entitled to exercise the right of a Participant, may elect to direct the Plan to divest any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements of Section 6.3.

a.Three-year phase-in applicable to Employer contributions. For Employer securities acquired with nonelective or matching contributions during a Plan Year beginning before January 1, 2007, the rule described in this Section 6.2 only applies to the percentage of the Employer securities (applied separately for each class of securities) as follows:

Plan Year	Percentage
2007	33
2008	66
2009	100

b.Exception to phase-in for certain age 55 Participants. The 3-year phase-in rule of Section 6.2.a does not apply to a Participant who has attained age 55 and who has completed at least 3 years of service before the first Plan Year beginning after December 31, 2005.

3

6.3Investment options. For purposes of this Article VI, other investment options must include not less than 3 investment options, other than Employer securities, to which the Participant may direct the proceeds of divestment of Employer securities required by this Article VI, each of which options is diversified and has materially different risk and return characteristics. The Plan must provide reasonable divestment and reinvestment opportunities at least quarterly. Except as provided in regulations, the Plan may not impose restrictions or conditions on the investment of Employer securities which the Plan does not impose on the investment of other Plan assets, other than restrictions or conditions imposed by reason of the application of securities laws or a condition permitted under IRS Notice 2006-107 or other applicable guidance.

6.4Exceptions for certain plans. This Article VI does not apply to a one-participant plan, as defined in Code §401(a)(35)(E)(iv), or to an employee stock ownership plan (“ESOP”) if: (i) there are no contributions to the ESOP (or related earnings) attributable to elective deferrals or matching contributions; and (ii) the ESOP is a separate plan, for purposes of Code §414(l), from any other defined benefit plan or defined contribution plan maintained by the same employer or employers.

6.5Treatment as publicly traded Employer securities. Except as provided in Treasury regulations or in Code §401(a)(35)(F)(ii) (relating to certain controlled groups), a plan holding Employer securities which are not publicly traded Employer securities is treated as holding publicly traded Employer securities if any Employer corporation, or any member of a controlled group of corporations which includes such Employer corporation (as defined in Code §401(a)(35)(F)(iii)) has issued a class of stock which is a publicly traded Employer security.

ARTICLE VII

DIRECT ROLLOVER OF NON-SPOUSAL DISTRIBUTION

7.1Non-spouse beneficiary rollover right. For distributions after December 31, 2009, and unless otherwise elected in Section 2.3 of this Amendment, for distributions after December 31, 2006, a non-spouse beneficiary who is a “designated beneficiary” under Code §401(a)(9)(E) and the regulations thereunder, by a direct trustee-to-trustee transfer (“direct rollover”), may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution otherwise must satisfy the definition of an eligible rollover distribution.

7.2Certain requirements not applicable. Although a non-spouse beneficiary may roll over directly a distribution as provided in Section 7.1, any distribution made prior to January 1, 2010 is not subject to the direct rollover requirements of Code §401(a)(31) (including Code §401(a)(31)(B), the notice requirements of Code §402(f) or the mandatory withholding requirements of Code §3405(c)). If a non-spouse beneficiary receives a distribution from the Plan, the distribution is not eligible for a “60-day” rollover.

7.3Trust beneficiary. If the Participant’s named beneficiary is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code §401(a)(9)(E).

7.4Required minimum distributions not eligible for rollover. A non-spouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other Revenue Service guidance. If the Participant dies before his or her required beginning date and the non-spouse beneficiary rolls over to an IRA the maximum amount eligible for rollover, the beneficiary may elect to use either the 5-year rule or the life expectancy rule, pursuant to Treas. Reg. §1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from the IRA that receives the non-spouse beneficiary’s distribution.

ARTICLE VIII

DISTRIBUTION BASED ON BENEFICIARY HARDSHIP

8.1Beneficiary-based distribution. Unless otherwise elected in Amendment Section 2.4, then effective as of August 17, 2006, a Participant’s hardship event, for purposes of the Plan’s safe harbor hardship distribution provisions pursuant to Treas. Reg. §1.401(k)-1(d)(3)(iii)(B), includes an immediate and heavy financial need of the Participant’s primary beneficiary under the Plan, that would constitute a hardship event if it occurred with respect to the Participant’s spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral expenses and certain medical expenses). For purposes of this Article, a Participant’s “primary beneficiary under the Plan” is an individual who is named as a beneficiary under the Plan and has an unconditional right to all or a portion of the Participant’s account balance under the Plan upon the Participant’s death.

ARTICLE IX

IN-SERVICE PENSION DISTRIBUTIONS

9.1Age 62 distributions. If elected in Amendment Section 2.5.a, then beginning as of the date specified in such Section, if the Plan is a money purchase pension plan, a target benefit plan, or any other defined contribution plan that has received a transfer of assets from a pension plan, a Participant who has attained age 62 and who has not separated from employment may elect to receive a distribution of his or her vested account balance (or in case of a transferee plan, of the transferred account balance).

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ARTICLE X

QUALIFIED RESERVIST DISTRIBUTION

10.1401(k) distribution restrictions. If elected in Amendment Section 2.6, then effective as of the date specified in such Section,  the Plan permits a Participant to elect a Qualified Reservist Distribution, as defined in this Article X.

10.2Qualified Reservist Distribution defined. A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period.

ARTICLE XI

OTHER 401(k)/401(m) PLAN PROVISIONS

11.1Gap period income on distributed excess contributions and excess aggregate contributions. This Section applies to excess contributions (as defined in Code §401(k)(8)(B)) and excess aggregate contributions (as defined in Code §401(m)(6)(B)) made with respect to Plan Years beginning after December 31, 2007. The Plan administrator will not calculate and distribute allocable income for the gap period (i.e., the period after the close of the Plan Year in which the excess contribution or excess aggregate contribution occurred and prior to the distribution).

11.2Gap period income on distributed excess deferrals. With respect to 401(k) plan excess deferrals (as defined in Code §402(g)) made in taxable year 2007, the Plan administrator must calculate allocable income for the taxable year and also for the gap period (i.e., the period after the close of the taxable year in which the excess deferral occurred and prior to the distribution); provided that the Plan administrator will calculate and distribute the gap period allocable income only if the Plan administrator in accordance with the Plan terms otherwise would allocate the gap period allocable income to the Participant’s account. With respect to 401(k) plan excess deferrals made in taxable years after 2007, gap period income may not be distributed.

11.3Plan termination distribution availability. For purposes of determining whether the Employer maintains an alternative defined contribution plan (described in Treas. Reg. §1.401(k)-1(d)(4)(i)) that would prevent the Employer from distributing elective deferrals (and other amounts, such as QNECs, that are subject to the distribution restrictions that apply to elective deferrals) from a terminating 401(k) plan, an alternative defined contribution plan does not include an employee stock ownership plan defined in Code §§4975(e)(7) or 409(a), a simplified employee pension as defined in Code §408(k), a SIMPLE IRA plan as defined in Code §408(p), a plan or contract that satisfies the requirements of Code §403(b), or a plan that is described in Code §§457(b) or (f).

ARTICLE XII

QUALIFIED OPTIONAL SURVIVOR ANNUITY

12.1Right to Elect Qualified Optional Survivor Annuity. Effective with respect to Plan Years beginning after December 31, 2007, a participant who elects to waive the qualified joint and survivor annuity form of benefit, if offered under the Plan, is entitled to elect the “qualified optional survivor annuity” at any time during the applicable election period. Furthermore, the written explanation of the joint and survivor annuity shall explain the terms and conditions of the “qualified optional survivor annuity.”

12.2Definition of Qualified Optional Survivor Annuity.

a.General. For purposes of this Article, the term “qualified optional survivor annuity” means an annuity:

(1)For the life of the participant with a survivor annuity for the life of the spouse which is equal to the “applicable percentage” of the amount of the annuity which is payable during the joint lives of the Participant and the spouse, and

(2)Which is the actuarial equivalent of a single annuity for the life of the participant.

Such term also includes any annuity in a form having the effect of an annuity described in the preceding sentence.

b.Applicable percentage. For purposes of this Section, the “applicable percentage” is based on the survivor annuity percentage (i.e., the percentage which the survivor annuity under the Plan’s qualified joint and survivor annuity bears to the annuity payable during the joint lives of the participant and the spouse). If the survivor annuity percentage is less than 75 percent, then the “applicable percentage” is 75 percent; otherwise, the “applicable percentage” is 50 percent.

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ARTICLE XIII

DIRECT ROLLOVER TO ROTH IRA

13.1Roth IRA rollover. For distributions made after December 31, 2007, a participant may elect to roll over directly an eligible rollover distribution to a Roth IRA described in Code §408A(b).

ARTICLE XIV

QUALIFIED DOMESTIC RELATIONS ORDERS

14.1Permissible QDROs. Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order (“QDRO”) will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant’s death.

14.2Other QDRO requirements apply. A domestic relations order described in Section 14.1 is subject to the same requirements and protections that apply to QDROs.

ARTICLE XV

HEART ACT PROVISIONS

15.1Death benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code §414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.

15.2Benefit accrual. If the Employer elects in Amendment Section 2.7 to apply this Section 15.2, then for benefit accrual purposes, the Plan treats an individual who dies or becomes disabled on or after January 1, 2007 (as defined under the terms of the Plan) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual’s reemployment rights under USERRA, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability.

a.Determination of benefits. The Plan will determine the amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed under this Section 15.2 for purposes of applying paragraph Code §414(u)(8)(C) on the basis of the individual’s average actual employee contributions or elective deferrals for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service; or (ii) if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.

15.3Differential wage payments. For years beginning after December 31, 2008, (i) an individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an employee of the employer making the payment, (ii) the differential wage payment is treated as compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.

15.4Severance from employment. Notwithstanding Section 15.3(i), for purposes of Code §401(k)(2)(B)(i)(I), an individual is treated as having been severed from employment during any period the individual is performing service in the uniformed services described in Code §3401(h)(2)(A).

a.Suspension of deferrals. If an individual elects to receive a distribution by reason of severance from employment, death or disability, the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.

b.Nondiscrimination requirement. Section 15.3(iii) applies only if all employees of the Employer performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (5)).

* * * * * * *

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This Amendment has been executed this 28th day of April, 2011.

Name of Plan: Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees

Name of Employer: Simpson Manufacturing Co., Inc

By:	/s/ Karen Colonias
		EMPLOYER

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2011 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Simpson Manufacturing Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

San Francisco, California

April 29, 2011